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NORTHEAST FLORIDA TOY DOG CLUB, INC.

CONSTITUTION AND BY-LAWS

Effective 2004

CONSTITUTION

ARTICLE 1. The name of the Club is Northeast Florida Toy Dog Club, Inc.

ARTICLE 2: The objectives of the Club shall be to advance the best interests of all breeds of pure-bred toy dogs; to encourage and support dog shows, and obedience trials under American Kennel Club rules and regulations; to emphasize the value of pure dog breeding through encouragement of an appreciation of pure-bred toy dogs; and to foster the highest standards of sportsmanship and mutual respect among all members of the Club.

ARTICLE 3: The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

ARTICLE 4: The members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these objectives.

BY-LAWS

ARTICLE I

Membership

SECTION I: Eligibility. There shall be three types of membership: two shall be open to all persons eighteen years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. The third shall be open to all persons ten to eighteen years of age.

While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area.

Regular Membership. Regular members shall enjoy all the privileges of the Club, including the right to vote and hold office.

Life Membership. Members with twenty (20) years in good standing shall become life members and shall enjoy all privileges of regular membership, but shall be exempt from dues obligations.

Junior Membership. Junior members shall enjoy all the privileges of the Club, except the right to vote and hold office.

SECTION 2. Dues. Membership dues shall be determined from year to year by the Board of Directors and shall be payable on or before the first day of January of each year. No member may vote whose dues are not paid for the current year. During the month of November, the Treasurer shall send to each member a statement of dues for the ensuing year. Persons voted to membership between October 1 and December 31 shall not be responsible for renewal dues until the January next following their application approval.

SECTION 3. Election to Membership. A prospective member shall attend a regular membership meeting as a guest at least once before application is filed. 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 and By-laws of the Northeast Florida Toy Dog Club, Inc. and the rules of the American Kennel Club. The application shall state the name, address, and occupation of the applicant and shall carry the endorsement of two members in good standing. Accompanying the application, prospective member shall submit dues for the current year.

All applications are to be filed with the Secretary and each application is to be read at the same meeting of the Club at which it is received. At the next Club meeting, the application will be voted upon and affirmative votes of ¾ of the members present and voting at that meeting shall be required to elect the applicant. This vote shall be by secret ballot. The prospective members shall not be present at such meeting.

Applicants for membership who have been rejected by the Club may not re-apply within six (6) months after such rejection.

SECTION 4. Termination of Membership. Memberships may be terminated:

a.) by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary, but no member may resign when in debt to the Club.

b.) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after the first day of the fiscal year; however, the Board may grant 30 days of grace to delinquent members in meritorious cases. In no case may a person whose dues are unpaid as of the date of a Club meeting be entitled to vote at that meeting.

c.) by expulsion. A membership may be terminated by expulsion as provided for in Article VI of these by-laws.

ARTICLE II

Meetings and Voting

SECTION 1. Club Meetings. Meetings of the Club shall be in the Jacksonville area at least 10 months of the year at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the members in good standing. The additional two meetings shall be held as open dates to be used if necessary with proper meeting notice as outlined previously in this section.

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 and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meeting shall be held in the Jacksonville area at such place, date, and hour as may be designated by the person or person authorized herein to call such meeting. The Secretary shall mail written notice of such meeting at least 5 days and not more than 15 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. The quorum for such a meeting shall be 20% of the members in good standing.

SECTION 3. Board Meetings. Unless otherwise ordered by the Board, meetings of the Board of Directors shall be held at least six (6) times per year in the Jacksonville area, at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President, and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the Jacksonville area, at such place, date, and hour as may be designated by the person or persons authorized herein to call such meeting. The Secretary shall mail written notice of such meeting at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted. A quorum for such a meeting shall be a majority of the Board.

SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice President, Secretary, Treasurer, immediate Past President (a voting member), the AKC Delegate, if not already an elected officer, and three other persons who shall be elected for a one-year term as provided in Article IV, and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The officers of the Club shall be President, Vice-President, Secretary, and Treasurer.

a.) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these by-laws.

b.) The Vice-President shall have the duties and exercise the powers of the President in the case of the President’s death, absence or incapacity.

c.) The Secretary shall keep a record of all meetings of the Club and of the Board and all matters of which a record shall be ordered by the Club, have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in the by-laws.

d.) The Treasurer shall collect and receive all monies due or belonging to the Club. Monies shall be deposited in a bank designated by the Board in the name of the Club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting of the condition of the Club’s finances and every receipt or payment not before reported; and at the January meeting an accounting shall be rendered of all monies received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The Treasurer shall make all disbursements with checks countersigned by the President or Vice-President. All disbursements of the Treasurer outside the ordinary course of business shall require approval of the Board of Directors.

The Treasurer’s accounts shall be audited within two weeks of the installation of officers. The Board of Directors shall appoint a committee of three (3) members to conduct this audit.

e.) The same person may hold the offices of Secretary and Treasurer in which case the Board shall consist of one less person.

f.) The Delegate to the American Kennel Club shall be elected by the membership for a term of one year and if not already an elected officer, shall serve as an additional voting member of the Board of Directors. The incumbent Delegate shall continue to represent the Club at American Kennel Club Delegates Meetings until such time as the American Kennel Club approves the Delegate Elect’s credentials.

g.) The President shall be the Delegate to the Florida Association of Kennel Clubs. The Vice-President shall be the first alternate and the Secretary shall be the second alternate.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during their term shall be filled until the next election by a majority vote of all members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; 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.

ARTICLE IV

The Club Year, Biennial Meeting and Elections

SECTION 1. Club Year. The Club’s fiscal year shall begin on the first day of April and end on the 31^st day of March.

SECTION 2. Annual Meeting. The annual meeting shall be held in the month of April each year at which officers and directors, including the AKC Delegate, for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article.

SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The three nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

SECTION 4. Nominations. No person may be nominated as a candidate in a Club election who has not been a member for at least one (1) year. During the month of November each year, the Board of Directors shall select a Nominating Committee consisting of three (3) members and two (2) alternates, not more than one (1) of whom shall be a member of the existing Board. The Secretary shall immediately notify the committeemen and alternates of their selection. The Board of Directors shall name a chairman for the committee and it shall be his or her duty to call a meeting which shall be held on or before the following February 1.

The committee shall nominate one candidate for each office after securing the consent of each person so nominated. The nominating committee’s report shall be submitted to the Secretary no later than February 15. The Secretary shall notify all members in good standing of the candidates who have been nominated in the notice of the March meeting.

Any member in good standing in attendance at the following March meeting may make additional nominations from the floor, provided that the person so nominated accepts the nomination, orally or in writing, when such name is proposed. Nominations cannot be made at the Annual meeting.

ARTICLE V

Committees

SECTION 1. Appointments. The Board of Directors may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual awards, membership, and other areas which may be well served by committees. Such committees shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board of Directors to aid it on particular projects.

SECTION 2. Termination. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from or not otherwise in good standing with The American Kennel Club shall be automatically suspended from this Club for a like period.

SECTION 2. Charges. Any member may prefer charges against another member for alleged misconduct prejudicial to the best interest of the Club. Written charges detailing the alleged misconduct must be filed in duplicate with the Secretary together with a deposit of $25, which shall be forfeited if the Board of Directors does not sustain such charges. The Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club and if not, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than 3 weeks or more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail, together with a notice of the hearing and an assurance that the accused member may personally appear in his own defense and bring witnesses if he wishes.

SECTION 3. Board Hearing The Board shall have complete authority to decide whether counsel may attend the hearing, but both the complainant and the accused member shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and accused member, the Board may by a majority vote of those present suspend the accused member from all privileges of the Club for not more than six months from the date of the hearing. Immediately after the Board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

If the Board deems a six-month suspension insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the accused member’s right to appear before his fellow members at the ensuing Club meeting at which the Board’s recommendation of expulsion is considered.

Further, the Board of Directors shall consider for ouster from their position any elected Officer who is not performing his or her duties as outlined in Article III Section 2.

SECTION 4. Expulsion/Ouster. Expulsion of a member from the Club or ouster of an elected officer of the Club may be accomplished only at a meeting of the club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board’s recommendation of expulsion/ouster. The accused member/officer shall have the privilege of appearing on his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s finding and recommendation, and shall invite the accused member/officer, if present, to speak on his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion/ouster. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion/ouster. If expulsion is not so voted, the Board’s suspension shall stand. If ouster is not so voted, the Officer shall remain in position until such time as another individual is elected to that position.

ARTICLE VII

Amendments

SECTION 1. Proposal. Amendments to the constitution and by-laws may be proposed by the Board of Directors, or by written petition addressed to the Secretary signed by 20 percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members by the Secretary, with recommendations of the Board, for a vote within three (3) month of the date when the Secretary received the petition.

SECTION 2. Amendments. The constitution and by-laws may be amended by a majority vote of the members present and voting at any regular or special meetings called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

SECTION 3. American Kennel Club Approval. No amendment to the constitution or by-laws that is adopted by the Club shall become effective until the Board of Directors of the American Kennel Club has approved it.

ARTICLE VIII

Order of Business

SECTION 1. Club Meetings. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call

Reading of minutes of last meeting

Report of President

Report of Secretary

Report of Treasurer

Reports of Committees

Election of Officers/Board (annual meeting)

Election of new members

Unfinished business

New business

Adjournment

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