By-Laws: Article II - Meetings and Voting
Section 1. Annual Meeting.
The annual meeting of the Club shall be held at a place, date and time designated by a majority vote of the entire Board. When possible, the Annual Meeting shall be held in conjunction with a Club specialty show in September, October or November. Written notice of the annual meeting shall be mailed by the Corresponding Secretary to each member at least thirty (30) days prior to the date of the meeting.
The quorum for the Annual Meeting shall be twenty (20) percent of the voting members in good standing.
All Board members shall attend the Annual Meeting. The only exceptions to this requirement shall be exceptional circumstances preventing the Board member from attending the Annual Meeting. In no case shall less than a majority of the Board attend an Annual Meeting.
Section 2. Special Club Meetings.
Special club meetings may be called by a majority vote of the Board of Directors, or by the Corresponding Secretary upon receipt of a petition signed by twenty (20) percent of the Club voting members who are in good standing. Such meetings shall be held at such place, date and time designated by a majority vote of the entire Board. Written notice of such a meeting shall be mailed by the Corresponding Secretary at least fourteen (14) days and not more than sixty (60) days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other club business may be transacted at that Special Club Meeting.
The quorum for such a meeting shall be twenty (20) percent of the Active members in good standing.
Section 3. Board Meetings.
The first meeting of the Board of Directors shall be held immediately after the elected officers and directors take office as stated in Article IV, Section 1. Board meetings shall be held no less than bimonthly, however the Board may by a majority of Board voting not hold a December Board meeting. Meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. A date set by the President may be changed only by the vote of a majority of the Board, and once set by the President, may be set by the Board only if the Board by majority vote changes the date set by the President. Once a date and time for the Board meetings has been decided the dates and times of the meetings shall not be changed except by another majority vote of the entire Board. Written notice of each such meeting shall be mailed or e-mailed 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 such a meeting shall be a majority of the Board. The majority of the Board may call a Special Meeting of the Board at any time and with fourteen (14) days written notice made prior of the special meeting to the members of the Board. The business conducted at the special meeting shall be limited to the business set forth in the written notice of that meeting.
Section 4. Board Business.
The Board of Directors may conduct the business of the Club by mail, e-mail, fax, or telephone conference call, provided it does not conflict with any other provisions of these Bylaws, or state law of the state where the Club is domiciled, or Federal law. The means of communication other than in person, mail, or by telephone conference call must be available to and agreed upon by all members of the Board. Items voted upon by e-mail or telephone conference call, must be verified by the Recording Secretary within seven (7) days of the date that the motion is put to vote. Votes cast other than in- person, conference call, or by video conference shall be made contemporaneously with the meeting or if by mail, e-mail, or by Yahoo account within the time frame specified for the vote by the Board. If the time frame to vote by mail or e-mail is not extended by a majority vote of the Board, all votes must be cast at the time that the motion is put to vote. Further, any motion passed or not passed by vote made by means other than an in-person meeting or a teleconference call must be confirmed by a vote of the Board in-person or by teleconference at the next Board meeting. However, any motion passed by a vote of the Board by means other than in-person or by teleconference, and as set forth above, shall be effective until the following Board meeting when they shall be confirmed or rejected by an in person or teleconference vote of the Board. Should the motion not be heard and voted on at the next Board meeting, it shall be as if it had never been approved, and cannot be brought as a motion by the Board, or to the Board, except at a meeting of the Board in-person or by teleconference.
Section 5. Notifications.
The use of electronic communication for Notices to the Board or to members of the Club is allowed to the extent that such notice does not conflict with Federal law, the laws of the state where the Club is domiciled, AKC rules and regulations and/or any other provisions of these Bylaws. Each Board member and each member of the BPCA, by their acceptance of office, and/or acceptance of the position of director, or by submitting an application for membership, and/or renewal of membership authorizes electronic communication for all notices and communications. Any Board member or Club member may revoke in writing his willingness to receive notice and communication by electronic means. Such writing must be received by the Corresponding Secretary to be effective. Should a Board member or Club member revoke his acceptance of notices and communication by electronic means, that Board member or Club member specifically and absolutely thereby releases the Club from any liability should the notification or communication be received late or not received by the Board member or member due to circumstances beyond the Club’s control.
At all times the Club may elect to send members or Board members any notification or communication via US mail. Further, the Club’s newsletter may serve as notification or communication. Only one printed copy of the newsletter shall be sent to each member of the Club.
Section 6. Minutes of the Meetings.
The proceedings of these meetings (annual, special, board) shall be reduced to written form, and the minutes published in the BPCA newsletter and on pertinent club social media sites. The only valid minutes shall be those minutes that were reduced to written form and approved by vote of the Board. Such minutes shall include the yeas and nays of all votes with the exception of election to membership, election of officers/directors, breed standard and bylaw amendments which are to be voted on via secret ballot. Further, the minutes shall be in sufficient detail as prescribed by Robert’s Rules of Order, Newly Revised, for the membership, for those absent from the meetings, and for future reference by the Club to understand the Club issues addressed in the relevant meeting.