Constitution & Bylaws
Soft Coated Wheaten Terrier Club of America, Inc
|Section 1.||The name of the Club shall be the Soft Coated Wheaten Terrier Club of America, Inc.(hereafter called SCWTCA, Inc.|
|Section 2.|| The objectives of the Club shall be to:
|Section 3.||The Club shall not be conducted or operated for profit and no part of any profits 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.|
|Section 5.||The use of the SCWTCA, Inc. emblem or name in any form of advertising by any member or group of members is prohibited, except by the Club itself, with the approval of the Board of Directors.|
There shall be seven (7) types of memberships available.Two memberships will enjoy all Club privileges including: the right to vote on Club matters and hold office, to serve on the Nominating Committee, to sponsor new members, and to be included on the Breeders List. These memberships will count in determining a quorum:
Five (5) memberships will enjoy all Club privileges EXCEPT: the right to vote on Club matters and hold office, to serve on the Nominating Committee, to sponsor new members and to be included on the Breeders List. (International members will retain their right of eligibility
|Section 2.|| Dues. Dues shall be set by the Board not to exceed in any one year $60 for an individual membership and $80 for a dual membership.
Dues shall be set by the Board for Associate or Junior membership at $25 and not to exceed $40 in any one year. No later than
January 7, the Treasurer shall send to each member a dues statement for the ensuing year, which shall be payable on or before February 15.
If dues are not paid by March 1, members will be dropped for non-payment. No member shall vote whose dues are not paid for the current year.
|Section 3.|| Election to Membership. Each applicant for membership shall apply on a form approved by the Board of Directors, which shall provide
that the applicant agrees to abide by the Constitution, Bylaws, and Code of Ethics of SCWTCA, Inc., and the rules and regulations of the
American Kennel Club. Individual, Dual, and International applications shall carry the endorsement of two members in good standing, not
residing in the same household and not members of the same immediate family of each other or of the applicant. Associate and Junior
applications shall have the endorsement of one (1) member in good standing, not residing in the same household and not a member of the
same immediate family of the applicant. No more than one member of the Board of Directors may endorse any application for
membership. Accompanying the application must be a letter of recommendation from each endorser. Upon acceptance, new members will be
billed for dues. If a new member’s dues are not received within sixty (60) days from notification of acceptance, acceptance shall become
void. Applicants elected to membership after October 1st shall not have to pay additional dues for the following fiscal year. Applicants may
be elected by secret ballot of two-thirds (2/3) of the voting Board members at a meeting of the Board of Directors or by two-thirds (2/3) of
those voting Directors responding to a mail ballot for the applicant. Sponsors of an unsuccessful applicant must notify the Board thirty (30)
days in advance of the annual meeting if they wish to petition that the Club members present at the annual meeting reconsider the acceptance
of the applicant. If a quorum is present, the Club may approve this applicant by secret ballot with a favorable vote of seventy-five (75) percent
of the members present.
|Section 4.|| Termination of Membership. Membership may be terminated:
|Section 5.|| Members in Good Standing. “Members in good standing” is defined as those members who owe no billed debt, including dues for the
current year, to the Club and are in good standing with the AKC.
|Section 1.|| Annual Meeting. The Annual Meeting of the Club shall be held in the month of October in conjunction with the Club’s Specialty Show,
if possible, at a place, date and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed first-class
or emailed by the Corresponding Secretary to each member at least thirty (30) days prior to the date of the meeting. To add items to the
Annual Meeting Agenda, ten (10) members must sign the request and submit it to the Board President thirty (30) days in advance of the
meeting. The Annual Meeting Agenda will be posted on the SCWTCA, Inc. website fourteen (14) days in advance of the Annual Meeting.
Agenda items can be added from the floor at the Annual Meeting at the discretion of the Board President under “New Business.” Motions
presented at the Annual Meeting, which should be voted on by the entire membership, will be sent to the membership for vote following
the Annual Meeting. Motions that require Board approval would be added to the Board’s agenda for its October meeting. The quorum
for the Annual Meeting shall be twenty (20) 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 by email, and shall be called by the Recording Secretary upon receipt of a petition
signed by twenty (20) percent of the members of the Club who are in good standing. Such meeting shall be held at such place, date, and hour
as may be designated by the Board of Directors. Written notice of such meeting shall be mailed first-class or emailed by the
Corresponding Secretary at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall
state the purpose of the meeting and no other Club business may be transacted. The quorum for such a meeting shall be twenty (20) percent
of the members in good standing.
|Section 3.|| Board Meetings. The first meeting of the Board of Directors shall be held immediately following the Annual Meeting and/or election.
Board meetings shall be held via teleconference, or in person, in accordance with AKC policies in order to accommodate club officers and
directors who reside in different parts of the country. The Board of Directors shall meet a minimum of three (3) times per year with a
minimum of two (2) meetings per year in person. Meeting locations, dates, and times will be designated by the President or by a majority
vote of the entire Board. Special meetings of the Board of Directors shall be held at such times and places as are designated by a majority vote
of the entire Board of Directors. Written notice of meetings of the Board of Directors shall be mailed first-class or emailed by the
Corresponding Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board
meeting shall be a majority of the Board with voting conducted in person, by email, or via teleconference accordingly. Members are
invited to submit issues to the Board in writing thirty (30) days in advance of a meeting and may ask to be invited to address the Board
on their issue.
|Section 4.||Board Reports. Reports and actions of all Board meetings are to be mailed or emailed to the general membership.|
|Section 5.|| Conduct of Business. In addition to the three (3) meetings specified in the SCWTCA Bylaws, the Board of Directors may conduct its
business by mail, facsimile transmission, and other electronic processes such as videoconferencing or text messaging or by telephone
conference call by the President. The Recording Secretary shall attest to the results of balloting by the conference call. In the event that
the Recording Secretary is unavailable, the President shall appoint an acting secretary for the conference call. As a condition precedent to
the conduct of business through electronic process, the Board shall adopt procedures which shall be set forth in the Policy and Procedures
Manual, to ensure the following with respect to the conduct of such business:
|Section 1.|| Board of Directors. The Board shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary,
Treasurer and four (4) Directors, all of whom shall be members in good standing who are residents of the United States. The Officers and
Directors shall consist of two (2) classes elected for two-year terms in alternate years at the Club meeting as provided in Article IV and shall
serve until their successors are elected. No Officer or Board Member shall be eligible to serve more than three (3) consecutive terms. The
Classes will be the President’s Class consisting of the President, Corresponding Secretary, Treasurer, and two (2) Directors; and the Vice
President’s Class consisting of the Vice President, Recording Secretary, and two (2) Directors. General management of the Club’s affairs
shall be entrusted to 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.
|Section 3.|| Vacancies. Any vacancies occurring on the Board during the year shall be filled until the next annual election by a majority vote of all
the then Members of the Board; 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 the Vice President shall be filled by the Board.
|Section 4.|| AKC Delegate. The AKC Delegate shall be appointed by the Board each October to a one-year term with no restriction as to the
number of consecutive terms which may be served. The AKC Delegate:
|Section 1.|| Club Year. The Club’s fiscal year shall begin on the first day of January and end on the thirty-first day of December. The Club’s official year
shall begin immediately at the conclusion of the election at the Annual Meeting, and shall continue through the election of the next Annual
Meeting. The elected Officers and Directors shall take office immediately upon the conclusion of the Annual Meeting and each retiring Officer
shall turn over to his successor in office all properties and records relating to that office at that time or within 30 days if not present at that meeting.
|Section 2.|| Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present
at the meeting, except for the annual election of Officers and Directors, Amendments to the Constitution and Bylaws, the Breed Standard
and the Code of Ethics which shall be decided by written ballot cast by mail and returned to an independent expert for tabulation. Voting by
proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision by written ballot of the
members cast by mail.A member, to be eligible to attend and/or vote at any Club meeting, or to participate in any mail vote, must have paid dues and be in good
standing ten (10) days prior to the mailing of a meeting notice or of the mailing of a mail vote.Whenever a mail vote is required, such mail vote shall be given in writing by depositing the same in the United States mail, addressed to
all members in good standing, at such address as appears in the official membership roll of the Club, and such notice shall be deemed to have
been given at the time when the same was then mailed.
|Section 3.|| Annual Election. At the Annual Meeting, the results of the ballot for the election of Officers and Directors shall be announced. See
Section 4(d) for procedure for an election. The person receiving the largest number of votes for each position shall be declared elected.
If any nominee, at the time of the meeting, 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 in Article III, Section 3. In case of a tie, a run-off election, following the
same procedure, must be held.
|Section 4.||Nomination and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board of Directors before June 1. The committee shall consist of five (5) members from different areas of the United States, and two (2) alternates, all members in good standing, no more than one (1) of whom may be a member of the current Board. Each member of the Board will submit seven (7) names to the Recording Secretary. The Recording Secretary will compile a list of these names and submit the entire list to the Board for voting. The person with the most votes will be the Chairman, five (5) with the highest number of votes, the committee; and the two (2) with the next highest, alternates. The Nominating Committee may conduct its business by mail or by any other means it deems convenient.
|Section 5.||Communications. In accordance with AKC policy on email notification for meetings and notices, club members must sign a written authorization agreeing to email communications. Such authorization is revocable by members, and releases the Club from liability in the event notification is received late, or not received by the member due to circumstances beyond the Club’s control.|
|Section 1.||The following shall be designated as standing committees: Health; Judges Education; Membership; National Specialties; Rescue; and Yearbook.
The Board may each year appoint additional committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects and will function until dismissed by the Board.
|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; the Board may appoint successors to those persons whose service has been terminated.|
|Section 1.||American Kennel Club Suspension. Any member who is suspended from all privileges of the American Kennel Club automatically shall be suspended from all privileges of this Club for a like period.|
|Section 2.||Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of ten dollars ($10.00) which shall be forfeited if such charges are not sustained by the Board or Committee following a hearing. The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the breed. If the Board considers that the charges do not allege conduct which might be prejudicial to the best interests of the Club or of 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 or a Committee of not less than three members of 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 registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.|
|Section 3.||Board Hearing. The Board or 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 Committee may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for no more than six months from the date of the hearing, or until the next Annual Meeting if that will occur after six months. And, if it deems that punishment is insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Corresponding Secretary. The Corresponding 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 Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or 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 members present shall then vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.|
|Section 1.||Amendments to the Constitution, Bylaws, Code of Ethics and to the Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three (3) months of the date when the petition was received by the Recording Secretary.|
|Section 2.||The Constitution, Bylaws, Code of Ethics and the Breed Standard may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member eligible to vote (See Article I, Section 5 and Article IV, Section 2), accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The notice shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be returned. Procedure shall follow that outlined in Article IV, Section 4(d), Nominations and Ballots. Ballots shall be received, counted and reported in the same manner as provided for elections. The favorable vote of two-thirds (2/3) of the 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 Constitution and Bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.|
|Section 1.||The Club may be dissolved at any time by the written consent of not less than two-thirds (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 asset of the Club shall be distributed to any members of the Club, but after payment of debts of the Club, its property and assets shall be given to a charitable organization selected by the Board of Directors for the benefit of dogs.|
|Section 1.||At the meeting of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:|
Minutes of Last Meeting
Report of the President
Report of the Recording Secretary
Report of the Corresponding Secretary
Report of the Treasurer
Report of Committees
Election of Officers and Board (at Annual Meeting)
Election of New Members
|Section 2.||At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:|
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 Committees
Election of New Members
|Section 3.||All meetings of the Club shall follow the procedures contained in Robert’s Rules of Order (latest edition) whenever it is not contrary to the provision of these Bylaws.|
Incorporated revisions to this Constitution and Bylaws were approved by the membership on 9/21/2015, and by the American Kennel Club on 02/11/2016.