Certificate of Incorporation
Name and Purpose
Section 1. The name of the club shall be the Portuguese Water Dog Club of America, Inc. (hereinafter sometimes called the "PWDCA" or the "Club").
Section 2. The objectives of the PWDCA shall be:
a) To recognize the Portuguese as a working water dog that possess the appearance, soundness, temperament, natural ability, and personality as described in the breed standard and to do all possible to advance and promote the perfection of these qualities in the responsible breeding of purebred Portuguese Water Dogs.
b) To encourage the organization of independent local Portuguese Water Dog specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club, Inc. (“AKC”).
c) To encourage members and breeders to accept the AKC approved breed standard as the only standard of excellence by which Portuguese Water Dogs shall be judged.
d) To encourage the membership to maintain a lifetime responsibility for their Portuguese Water Dogs and their offspring and to educate others as is necessary for the protection and advancement of the breed.
e) To protect and maintain the good health of the breed by establishing and encouraging ethical breeding practices, by supporting PWDCA health policies, and by promoting participation in PWDCA health programs.
f) To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at all recognized AKC and PWDCA events.
g) To conduct sanctioned matches and specialty shows, obedience trials, agility trials, and all other events recognized by the AKC and conducted under AKC rules.
h) To conduct water trials under the rules established by the PWDCA.
Section 3. The PWDCA shall be conducted and operated with the intent of not for profit, and no part of any profits or remainder or residue from dues or donations to the PWDCA shall inure to the benefit of any member or individual except that the PWDCA will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth above.
The PWDCA will not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except to the extent allowed under Section 501 (c) (4) of the Internal Revenue Code and the regulations there under.
Nothing in the Bylaws shall prohibit any political activities undertaken by any PWDCA member(s).
a) The PWDCA shall have the following five classes of members:
i) Associate Members
ii) Voting Members
iii) Junior Members
iv) Foreign Members
v) Honorary Members
Section 1. Eligibility: There shall be five types of membership open to all individuals who are in good standing with the AKC and agree to abide by the objectives of the PWDCA including its Bylaws, and Certificate of Incorporation and who have affirmed or demonstrated their dedication to the breed.
a) “Associate Membership” is open to all persons 18 years or older, who are residents of the United States. An Associate Member shall not have the right to vote or hold office, but may serve on committees of the Club unless specifically restricted within these Bylaws. Associate Members shall not count in the determination of a quorum. An Associate Member may remain at that level and is not required to seek Voting Member status.
b) “Voting Membership” with all rights, privileges, and responsibilities shall be open to all Associate Members who have demonstrated their dedication to the breed and club and who have been an Associate Member for at least two years and who are residents of the United States. If a Voting Member ceases to reside in the United States, their status as a Voting Member will continue.
c) “Junior Membership” is open to all persons at least 8 years of age and less than 18 years of age. Junior Members do not have the right to vote, hold office, chair a committee or count toward the determination of a quorum but they may serve on committees of the Club. Upon reaching their eighteenth birthday, a Junior Member may change their status to Associate Member (refer to Associate Member definition), or if residing outside the United States to Foreign Member by paying the appropriate dues; otherwise, their membership in the PWDCA shall lapse.
d) "Foreign Membership" shall be open to persons 18 years of age and older who reside outside of the United States. Foreign Members shall not vote or hold office and shall not count in the determination of a quorum.
e) “Honorary Membership” may be conferred in recognition of special service to the PWDCA, and is granted as a non-voting, non-office-holding membership. However, any Honorary Member who is a U.S. resident may choose to pay dues and apply for Voting Membership with all the rights, privileges, and responsibilities of Voting Membership.
Section 2. Dues:
a) During the month of November, the Treasurer or someone designated and under the supervision of the Treasurer shall send to each PWDCA member a statement of his/her dues for the ensuing official year. Dues shall be payable on or before January 1 of each year. Any member whose dues are not paid by January 31 shall be considered delinquent and shall be deprived of all privileges, including the Voting Member's right to vote, until such time as said dues shall be paid. Any PWDCA member, whose dues are unpaid as of March 1, shall automatically be terminated as a Club member and must reapply for PWDCA membership. A Voting Member whose dues are unpaid as of March 1 shall automatically be terminated as a Club member and must reapply as an Associate Member.
b) The Board of Directors may change or set any dues or fees for the next official year by a majority vote of a quorum of Directors. The deadline for the change shall be set by the Board and both the change and the deadline shall be reported in the next official PWDCA publication. Any change shall be set no later than October 1 to be effective for the ensuing official year.
Section 3. Application for and Election to Membership:
Each applicant for Associate Membership shall apply on an application form approved by the Board of Directors, which form shall provide that the applicant agrees to abide by the PWDCA Bylaws and Certificate of Incorporation as well as AKC rules and regulations.
After being an Associate Member for a consecutive period of two years, an individual shall be eligible to apply for the status of Voting Membership. Each applicant for Voting Membership shall apply on an application form approved by the Board of Directors, which form shall provide that the applicant agrees to abide by the PWDCA's Certificate of Incorporation and Bylaws as well as AKC rules and regulations. The application form shall also include written recommendations from two Voting Members in good standing with the PWDCA who are not from the same household nor a relative of the applicant, and at least one of whom has not had a business relationship with the applicant including but not limited to owning, co-owning, buying, selling, or services thereof, of either a bitch, stud, or dog.
Foreign and Junior Memberships:
Applicants for Foreign Membership or Junior Membership (if not applying with a parent or guardian but with a parent’s consent by signature) shall apply on an application form approved by the Board of Directors, which form shall provide that the applicant agrees to abide by the PWDCA Bylaws and Certificate of Incorporation as well as AKC rules and regulations. The application form shall also include written recommendations from one PWDCA member in good standing.
a) Applicant and sponsor names submitted to the Board of Directors will be published in the minutes of that meeting in order to solicit comments from club members.
b) Applicants may be elected during Executive Session at any meeting of the Board of Directors subsequent to the names being published or by Executive Session vote of the Board of Directors by mail or via fax or at teleconference meetings. Minutes of the meeting will contain only the final vote count as the voting is done secretly in Executive Session. Affirmative votes of a majority of the Board of Directors shall be required to elect an applicant.
c) An Associate Membership application which receives a negative vote by the Board may be re-filed no sooner than 6 months after the Board’s negative vote.
d) A Voting Membership application which receives a negative vote by the Board may be re-filed no sooner than 12 months after the Board’s negative vote. An appeal to the Board’s denial may be brought by the applicant through one of his/her sponsor(s) by motion at the next PWDCA Annual Meeting. The Voting Members may elect such applicant by secret ballot with a favorable vote of 75 percent of the Voting Members present and voting. A Voting Membership application which receives a negative vote from the Voting Membership at an Annual Meeting may be re-filed no sooner than 12 months after the Annual Meeting at which the negative vote was received.
e) A Foreign or Junior Membership (if not applying with a parent or guardian) which receives a negative vote by the Board may be re-filed no sooner that 3 months after the Boards negative vote.
Section 4. Termination of Membership:
Membership may be terminated:
a) By resignation. Any member in good standing may resign from the PWDCA upon written notice to the Recording Secretary; but no member may resign when in debt to the PWDCA. Dues obligations are considered to be a debt to the PWDCA, and they become incurred on the first day of each official year.
b) By lapsing. A membership shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid as of March 1; however, the Board may grant an additional 30 days of grace to such delinquent member(s) in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid as of January 31.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.
Section 1. Annual Meeting: The Annual Meeting of the PWDCA shall be held in the month of August, September, or October, in conjunction with the PWDCA National Specialty, at a place, date, and hour designated by the Board of Directors or at another time during this period if no National Specialty is held. Written notice of the place, date, and hour of the Annual Meeting shall be mailed by the Recording Secretary to each Voting Member no fewer than thirty nor more than 60 days before the meeting date. The quorum for the Annual Meeting shall be at least 10 percent of the Voting Members in good standing, and will be counted once the meeting is called to order.
Section 2. Special PWDCA Meetings: Special PWDCA meetings may be called by the President or by a majority vote of the Board Members who are present at a meeting of the Board or who vote by mail and shall be called by the Recording Secretary upon receipt of a petition describing the proposed purpose(s) for which the meeting is to be held, signed and dated by 10 percent of the Voting Members of the PWDCA who are in good standing. Such meeting shall be held at such place, date, and time as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Recording Secretary not less than fourteen nor more than 60 days before the meeting date. The notice of the meeting shall state the purpose of the meeting and no other PWDCA business may be transacted thereat. The quorum for a Special Meeting shall be at least 10 percent of the Voting Members in good standing, and attendance will be taken once the meeting is called to order.
Section 3. Board Meetings: Each year the first regular Board meeting shall be held within 14 days of Board Members taking office. Other Board meetings shall be at such times and places as are designated by the President or by a majority of the full Board. Meetings may be held by telephone. There shall be at least one in-person Board Meeting held each year.
Notice of each Board Meeting shall be sent by the Recording Secretary to each Board member at least seven days prior to the date of the meeting. The quorum for a Board Meeting shall be a majority of the Board voting in person or by mail, fax, phone or email.
Section 4. Board Minutes: The Board of Directors may also conduct its business by mail or e-mail through the Recording Secretary, or by fax or phone conference calls. All meeting minutes must be circulated by the Recording Secretary, or designee, to all Board Members within 14 days to ratify the meeting. The minutes shall become effective upon circulation and with no objections being filed, either orally or in writing, with the Recording Secretary within one week after the Board's receipt thereof.
DIRECTORS, OFFICERS AND THE AKC REPRESENTATIVE
Section 1. Board of Directors: The Board of Directors ("Board," "Directors," or "Board of Directors") shall be comprised of ten members, all of whom shall be Voting Members in good standing and who are residents of the United States. The Board shall be elected for one two-year term as provided in Article VI below and shall serve until their successors are installed. Each Director shall be limited to serve no more than two consecutive two-year terms. General management of the PWDCA’s affairs shall be entrusted to the Board of Directors.
Any Director who fails to attend three Board meetings in any 12 month period, without just cause as determined by the Board, will be deemed to have vacated his/her position unless just cause was determined by the Board.
Section 2. Officers: At the first regular Board Meeting, the Directors shall elect from their own number by a majority vote of the full Board of Directors, the following PWDCA officers for a one-year term: President, Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary. The President shall not serve more than two consecutive terms. Such officers’ duties shall include, but may not be limited to:
a) The President shall preside at all PWDCA and Board meetings and shall have the duties and powers normally appurtenant to the office of president in addition to those responsibilities specified in these Bylaws.
b) The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
c) The Recording Secretary shall keep a record of all meetings and official business of the PWDCA and of the Board of Directors. This includes all communications among the Board and from the Board to the membership, notifying members of meetings, notifying new Voting members of their election to membership, notifying Directors of their election to office, recording all votes taken by mail, keeping a roll of all PWDCA members and their addresses, and carrying out such other duties as are prescribed and defined by the Board.
d) The Corresponding Secretary shall have charge of all the correspondence to and from the public and all communication to the membership which does not originate from an official action of the Board of Directors. The Corresponding Secretary shall forward to the Recording Secretary all matters that require permanent recording. The Corresponding Secretary shall also carry out such other duties as are defined by the Board.
e) The Treasurer, or Bookkeeper, hired through contract by the Board of Directors and working under the supervision of the Treasurer,shall collect and receive all money due or belonging to the PWDCA, be responsible for obtaining insurance coverage and for the filing of tax and other governmental administrative forms. The Treasurer shall, in the name of the PWDCA, oversee the deposit of moneys received in any appropriate financial institution approved by the Board. The Club's books and financial records shall at all times be open to inspection by the membership and a report shall be made at every Board meeting. This report shall include the condition of the PWDCA’s finances and every item of receipt or payment not previously reported. At the Annual Meeting, the Treasurer shall render an account of all money received and expended during the previous fiscal year. The Treasurer and Bookkeeper, if one is hired, shall be bonded in such amount as the Board of Directors shall determine.
Section 3. AKC Delegate: The PWDCA shall have a Delegate to the AKC. Such Delegate shall be elected by majority vote of the full Board of Directors at its first meeting following the second AKC Delegates’ Meeting of the calendar year after the Delegate’s term has expired or at the first meeting after receipt of the Delegate tendering his/her letter of intent to resign from the position. The Delegate need not be a PWDCA Director. If the Delegate is not a Board Member, the Delegate shall be furnished a copy of the approved Board meeting minutes in a timely manner. The Delegate shall hold office for a term of three years and until Delegate's successor shall have been duly elected and qualified. The Delegate may serve an unrestricted number of three-year terms. The Delegate shall be expected to attend the AKC Delegate meetings and, for each PWDCA Board meeting, provide a written report to the Board of AKC proceedings and all AKC business relevant to the PWDCA.
Section 4. Vacancies: Any vacancies occurring on the Board during the term of office shall be filled for the remainder of the term by selection of a Voting Member appointed by a majority vote of all the then Board members; except that a vacancy in the office of President shall be filled automatically by the Vice‑President, and the resulting vacancy in the office of Vice-President shall be filled by the Board. Any member considered for appointment by the Board to fill any vacancy on the Board shall have been a Voting Member for at least 12 months prior to the date of appointment.
Section 5. Indemnification:
a) Each person who shall serve as a PWDCA Director shall be indemnified by the PWDCA against all costs and expenses incurred by, or imposed upon, such Director in connection with or resulting from any action, suit, or proceeding to which the Director is, or may be made, a party by reason of such Director being or having been a Director of the PWDCA.
b) Such indemnification shall include settlements made in amounts approved by the Board of Directors at the time such settlement is effective whether or not such person is a Director at the time such costs are incurred by or imposed upon such Director.
c) Notwithstanding the forgoing, however, the indemnification shall not apply where the Director shall be finally adjudged to be liable by reason of having been negligent or guilty of misconduct or otherwise derelict in the performance of his/her Director's duties. The rights of indemnification herein provided shall not be exclusive of other rights to which such person may be entitled as a matter of law.
Section 6. Compensation and/or reimbursement: No Board Member shall receive any compensation for services rendered to the PWDCA; however, a Board Member may be reimbursed for out of pocket expenses reasonably incurred by that Board Member on behalf of the PWDCA if such expenses were pre-approved by a majority vote of the full Board.
THE CLUB YEAR, VOTING, NOMINATIONS, AND ELECTIONS
Section 1. Club Year: The PWDCA’s fiscal year and official year shall both begin January 1 and end on December 31. The elected Directors shall take office on January 1, as of which date the retiring Directors shall turn over to their successors in office all properties and records relating to the Board and/or PWDCA.
Section 2. Voting: At the Annual Meeting or at a Special Meeting of the PWDCA, voting shall be limited to those Voting Members in good standing who are present at the meeting. Voting by proxy shall not be permitted. The annual election of Directors and Amendments to the Certificate of Incorporation and Bylaws and the Standard for the Breed shall be decided by written ballot cast by mail. The Board of Directors may submit proposals to the Voting Members for acceptance or rejection via written ballot cast by mail.
Section 3. Annual Election: The election of Directors shall be conducted by ballot mailed to the Voting Membership. Each year, five Directors shall be elected to the Board for one two-year term. Directors shall be limited to serving no more than two consecutive two-year terms. Ballots to be valid must be postmarked no later than October 31 and mailed to the Recording Secretary or independent auditing firm designated by the Board of Directors. Ballots shall be opened and counted by non-PWDCA, independent auditors designated by the Board of Directors. The five candidates receiving the largest number of votes shall be declared elected. A tie vote shall be broken by the auditor(s) drawing one name from the lot and the name so drawn shall be declared the winning candidate. As of January 1, if any nominee is unable to serve for any reason, such nominee shall not take office and the vacancy so created shall be filled by the Board of Directors in the manner provided in Article III, Section 4 above.
Section 4. Nomination and Ballots: The Nominating Committee shall be made up of five persons appointed by the Board and shall consist of one Board Member and four Voting Members who have demonstrated their commitment to the Club and have substantial experience with Club activities. Geographic diversity should be considered in the composition of this committee. Such appointments shall be made prior to April 1 of the year of election. The Nominating Committee Chairperson shall be appointed by the Board. No member shall serve on the Nominating Committee two consecutive years. No two relatives, or two Voting Members of the same household, shall serve on the Nominating Committee at the same time.
Any and all members being considered for nomination to the PWDCA Board must have been a Voting Member for a period of at least 12 months prior to the date of the election.
If the Recording Secretary is completing a first term on the Board and is seeking reelection to a second term, a sitting Board Member who is not seeking a second term in office shall be appointed by the Board to carry out the responsibilities of the Recording Secretary as defined in all the pertinent paragraphs of this Section.
a) The Nominating Committee shall nominate from among the PWDCA Voting Members five nominees for the five two-year terms on the Board of Directors. (Geographic diversity of Nominating Committee appointees should be considered to the extent it is practical to do so.) The five nominees shall be solicited by the Nominating Committee for written consent to be placed on the ballot. Thereafter, the Nominating Committee shall submit its slate of nominees to the Recording Secretary by August 1, but not before July 25. The Recording Secretary shall mail and/or distribute via electronic means a list of nominees, in alphabetical order and include the nominees' full names and addresses, to each Voting Member on or before August 20. The list shall be on a PWDCA nominating form that shall also contain space for additional nominations, and additional nominations may be made by the Voting Membership.
b) In addition to the five Nominating Committee nominations, a maximum of five additional nominations may be made by a Voting Member by placing the names and addresses of the write-in nominees on the PWDCA nominating form. This form shall be completed and mailed to the Recording Secretary postmarked no later than September 10.
c) In order that any write-in nominee is eligible to be placed on the election ballot, the Recording Secretary shall receive at least ten write-in nominations per nominee. All eligible Voting Members receiving at least ten write-in nominations shall be contacted by the Recording Secretary, informed of their nomination, and solicited for their written permission to be placed on the election ballot. Such written consent shall be received by the Recording Secretary,no later than September 25. All the eligible write-in nominees who receive a minimum of ten nominations and who accept his/her nomination shall be placed on the ballot. If none of the write-in nominees accept his/her nomination or there are no eligible write-in nominees, the Nominating Committee’s nominees shall be declared elected by acclamation and no election ballot shall be mailed to the membership. Notice to that effect shall be printed in the next official PWDCA publication.
d) If any valid and accepted additional nominations are received by the Recording Secretary, on or before September 25, the Recording Secretary shall, on or before October 10, mail to each Voting Member in good standing a ballot listing all of the nominees for Directors in alphabetical order with the address at which they reside, together with a blank envelope and a return envelope addressed to the Recording Secretary, or independent auditing firm designated by the Board of Directors, marked “Ballot” and bearing the name of the Voting Member to whom it was sent. So that the ballots may remain a secret, each voter, after marking his or her ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Recording Secretary, or independent auditing firm designated by the Board of Directors, and mail such envelope which shall be postmarked no later than October 31. Between November 8 and November 12, the designated independent auditors, prior to opening the outer envelopes and removing the blank envelopes, shall check the returns against the list of Voting Members whose dues are paid for the current year and certify the eligibility of the voters as well as the results of the voting no later than November 12 to the Recording Secretary. The vote results shall be mailed by the Recording Secretary to the PWDCA members no later than November 20 of the election year via regular mail and/or electronic means of communication.
e) No nominations shall be made at the Annual Meeting or in any manner other than as provided above.
Section 1. Committees:
a) There shall be Standing Committees to advance the breed in health-related areas. Each health-related committee shall make reports to the membership on an annual basis, with interim reports to the PWDCA Board when requested by the Board. The Board may appoint additional health-related committees as it deems necessary.
b) The Board may at any time appoint Standing Committees to deal with breed conformation and performance events such as dog shows, agility, obedience/rally trials, water trials, and other areas which may well be served by a committee.
c) The Board may, at any time, appoint Special Committees for a defined period of time to deal with short-term issues of importance to the Club. Such committees shall be dissolved when their specific work is complete.
d) All committees shall always be subject to the final authority of the Board.
Section 2. Any committee or committee member appointment may be terminated only by a majority vote of the full Board whereupon written notice shall be sent to the terminated appointee. The Board may appoint a successor(s) to such member whose service has been terminated. Each terminated committee member shall turn over to the Committee Chair, or PWDCA Recording Secretary, all PWDCA properties and official records related to that committee within 30 days of his/her termination from a committee.
Section 3. Committees shall be evaluated by the Board at least every three years and be voted on for re-approval by a majority of the Board.
Section 4. Committee members who resign or are unable to serve for any reason may be replaced if deemed necessary by the Board.
Section 1. AKC Suspension: Any PWDCA Member who is suspended from any privileges of the AKC automatically shall be suspended from all privileges of the PWDCA for the same length period as the AKC suspension and commencing from the date the Board is made aware of the AKC suspension.
Section 2. Charges: Any Member may prefer charges against a Club member for alleged misconduct prejudicial to the best interests of the PWDCA or the breed. Written charges with specifications shall be filed in duplicate with the Recording Secretary with a filing fee. The amount of the filing fee shall be set by the Board in the month of October for the following year. If no change in the filing fee amount is made by the end of October, the fee from the preceding year shall remain in effect. A Hearing Committee of the Board appointed by the Board shall consist of not less than three Board members.
The Recording Secretary shall promptly send a copy of the charges to each Board member or present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the PWDCA or of the breed. If the Board considers that the charges do allege conduct which might be prejudicial to the best interest of the PWDCA or the breed, it may entertain jurisdiction and the preferring member shall be reimbursed the filing fee. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the PWDCA or the breed, it shall refuse to entertain jurisdiction and the filing fee shall not be returned to the preferring member. If the Board entertains jurisdiction of the charges, it shall fix a hearing date, time, and location to be heard by the Board or a Hearing Committee of the Board not less than three weeks, or more than six weeks, thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing date, time, and location and an assurance that both the defendant and complainant may testify in his/her own defense and bring witnesses.
Section 3. Board Hearing: The Board or Hearing 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. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Hearing Committee may, by a majority vote of those present, issues a written public reprimand or suspend the defendant from all privileges of the PWDCA for a period of up to one year from the date of the hearing. If the Board deems suspension for a full year insufficient, it may also recommend to the Voting Membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his or her fellow Voting Members at the ensuing PWDCA Annual Meeting which considers the expulsion recommendation of the Board or Hearing Committee. Immediately after the Board or Hearing Committee of the Board has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
Section 4. Expulsion: Expulsion of a member from the PWDCA is a serious consideration and may be accomplished only at the Annual Meeting of the PWDCA following a hearing and upon the recommendation of the Board or Hearing Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his or her own behalf although no evidence shall be presented 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 or her own behalf. The Voting Members shall then vote by secret ballot on the proposed expulsion. A two-thirds affirmative vote of those Voting Members present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the maximum one year suspension shall stand. If a member is expelled, the expulsion shall be for a period of 4 years from the date of the annual meeting.
Section 5. Expulsion. Any member expelled from the PWDCA who wishes to again join the PWDCA when their term of expulsion has expired may do so at the entry level membership considering their residency status.
Section 6. Liability: Neither the Board of Directors nor the Hearing Committee of the Board, nor any of their members, shall be liable for the decisions rendered, put into effect, or published as provided for in this article, nor for any action or related costs incurred pertaining to same.
Section 1. Amendments to the Certificate of Incorporation and Bylaws or to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary and signed by 20 percent of the Voting Membership in good standing. Amendments proposed by petition shall be promptly considered by the Board of Directors and must be submitted to the Voting Members, with the recommendations of the Board, by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.
Section 2. The Certificate of Incorporation and Bylaws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment(s) has been mailed by the Recording Secretary to each Voting Member, accompanied by a ballot on which s/he may indicate his or her choice for or against the action to be taken. The ballot shall specify a postmark date not less than 30 days after the date of mailing by which date the ballots must be returned to the Recording Secretary, or independent auditing firm designated by the Board of Directors, to be counted. The favorable vote of two-thirds of the Voting Members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
Section 3. No amendment to the Certificate of Incorporation and Bylaws or to the Standard for the Breed that is adopted by the PWDCA shall become effective until it has been approved by the AKC.
Section 4. When the Certificate of Incorporation is amended, it shall be the responsibility of the PWDCA President to file a Restated Certificate of Incorporation with the Secretary of the State of Connecticut within 30 days of the amendment becoming effective.
Section 1. The PWDCA may be dissolved at any time by the written consent of two-thirds of the total Voting Membership in good standing. In the event of the dissolution of the PWDCA, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the PWDCA nor any proceeds thereof nor any assets of the PWDCA shall be distributed to any members of the PWDCA. After payment of all debts of the PWDCA, its remaining property and assets shall be given to one or more charitable organization(s) selected by the Board of Directors for the benefit of dogs; provided that any recipient organization qualifies as an exempt organization under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.
ORDER OF BUSINESS
Section 1. At Annual and Special meetings of the PWDCA, the order of business so far as the character and nature of the meeting may permit, shall be as follows:
Section 2. At meetings of the Board, the order of business unless otherwise directed by majority vote of those present, shall be as follows:
Reading minutes of last meeting
Where permissible under the AKC policies, e-mail notification shall be permitted.
When permitted under the laws of Connecticut, in all sections of these Bylaws specifying mailed ballots, Electronic Balloting shall be permitted if done in accordance with AKC's procedure on Electronic Balloting for AKC Parent Clubs.
PARLIAMENTARY AUTHORITYRobert’s Rules of Order, Newly Revised shall govern the proceedings of the PWDCA except in such cases as are covered by these Bylaws and/or special rules adopted by the PWDCA.