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Article
I - Name
The name of this organization
shall be THE HONOURABLE COMPANY OF BULLMASTIFF FANCIERS OF CANADA (hereinafter
called the company).
Article II - Objects
The objects of the company are:
(1) To promote the breeding of pure Bullmastiffs on scientific lines.
(2) To define precisely and publish a definition of the Bullmastiff
and to urge the pursuit of this standard by breeders, judges, and
exhibitors, as the only recognized standard of excellence for the
breed.
(3) To protect and advance the interests of the breed by offering
prizes, by supporting certain shows and trials and by holding
specialty shows, sanction shows, trials and other events.
(4) To preserve and advance a high standard of quality, not only in
appearance but also in strength, stamina, temperament, character,
obedience and the instinct to guard and, to this end, to encourage
the training of Bullmastiffs for useful and beneficial purposes.
(5) To maintain a high ethical standard among breeders and
exhibitors of Bullmastiffs.
Article Ill - Government
(1) THE OFFICERS OF THE COMPANY SHALL BE:
The PRESIDENT
The
VICE-PRESIDENT
The SECRETARY
The TREASURER
The LIAISON
OFFICER.
(2) The officers of the company must be members in good standing of
the Canadian Kennel Club.
(3) Management of the company shall be vested in a board of
directors (hereinafter called the board) consisting of the officers
of the company and not less than three directors.
(4) (a) Every officer and director shall be elected for a term of
one year only, provided how-ever, that if the election of a
successor is delayed for cause, an officer may continue to hold
office until a successor is duly elected or appointed.
(b) No member shall hold the office of president for more than two
consecutive terms, however, he/she shall be eligible for re-election
at the expiry of one year after having relinquished the office.
(c) Every officer and director must be a member of the company in
good standing. if an officer’s or director’s dues remain unpaid
for sixty days after he/she has been elected, he/she shall
automatically be disqualified. Subject to “article V (3)”. A
successor shall be appointed by a majority vote of the remainder of
the board to serve for the remainder of the term of office.
(5) (a) It is desirable
that the directors be chosen as follows:
Two from the province of Quebec
Two from the province of Ontario.
One from the provinces of New Brunswick, Nova Scotia, Prince Edward
Island and Newfoundland.
One from the provinces of Manitoba, Saskatchewan and Alberta.
One from the province of British Columbia and the Yukon Territory;
and
(b) Three at the discretion of the annual or other general meeting
concerned, to serve as directors-at-large: provided, however, that
the retiring president shall automatically be a director-at-large
(if otherwise qualified) for one term without confirmation or
election by the membership.
(6) Four members of the board shall constitute a quorum. In the case
of a deadlock, the president may cast a deciding vote.
Article IV - Meetings
(1) A general meeting of the company shall be held annually and all
members shall be advised of the date, time, and place.
(2) A special meeting of the company shall be called by the
president upon written request signed by at least eight members or
by a majority vote of a duly constituted meeting of the board.
(3) Any of the rules herein defined except “Article VIII (4)”
may be suspended at any meeting by a two-thirds vote of the members
present for the purpose of conducting any business of the company.
In the case of suspension of the rules for election purposes, it
shall be necessary for the secretary to mail a referendum ballot to
all members and to receive a two-thirds affirmation vote of the
ballots returned before the election shall be considered final.
Suspension of the rules for election purposes or any other purposes
shall only be resorted to in cases of extreme necessity brought by
extra-ordinary circumstances. This procedure shall never be used as
a matter of course.
(4) At any general meeting a quorum shall be twenty per cent present
in person of the paid-up members.
Article V - Officers’ Duties
(1) The executive power of the company shall reside in the board of
directors and they shall, from time to time, make regulations, in
accordance with the powers here given, or in matters not
specifically mentioned they shall make decisions in accordance with
their discretion. Such decisions are binding only after a majority
vote of the board members present In the event of a mailed ballot of
the board, a majority vote of the entire board must be obtained.
Interpretation of the rules herein shall be given by the board of
directors.
(2) The president shall preside at all meetings, be chairman of the
board of directors and the company’s chief executive. He shall
make all committee appointments and serve as an ex-officio member on
all committees. He may make any other appointments deemed necessary
and desirable.
(3) The vice-president shall preside at any meeting at which the
president is absent and shall have comparable powers to the
president for that time. In the event of the president’s office
becoming vacant, the vice-president shall succeed to that office for
the balance of the term. A new vice-president shall be appointed by
a majority vote of the board of directors.
(4) The secretary shall keep a record of all meetings of the company
and of the board of directors and of any matter of which a record
shall be ordered by the board. He shall have the charge of all
company correspondence. He shall notify each new member of his
election to membership and shall send a copy of the standard and of
these by-laws. He shall keep a roll of all members and their
addresses, and of the officers and members of the board. He shall
advise officers and other board members of their election and shall
keep the members posted on all activities of the company.
(5) The fiscal year of the company shall begin on the first day of
April. The treasurer shall collect and receive all monies dues or
belonging to the company and shall give receipts therefor. He shall
deposit the said monies in a bank, satisfactory to the board of
directors, in the name of the company. He shall keep the proper
books and these shall be open at all times to inspection by the
board of directors; shall report to them at every meeting the
condition of the company and at the annual meeting of the company he
shall render an account of all receipts and expenditures during the
year and present a balance sheet. His yearly accounts must be
audited by the president or by such auditors as he shall appoint.
(6) The liaison officer
shall be responsible for maintaining contact and friendly relations
with breeders and breed clubs in other countries. He should ensure
publicity for the company and the breed to the best of his ability.
He shall be responsible for publishing the minutes of all meetings
of the company and for publishing a newsletter to be circulated to
all members of the company.
Article VI - Nominations and Elections
(1) On or before January 1st each year, the president shall appoint
a nominating committee consisting of two members, who are not on the
board, to present names from the paid membership only for officers
and board members for the coming year, these nominations shall be
mailed to all members thirty days before the annual general meeting.
Any member may make additional nominations (from the paid membership
only) for any office by sending such nominations to the secretary to
be received at least fifteen days before the announced date of the
annual general meeting; such nominations must be subscribed to by at
least one other member, whose signature must appear on the
nomination together with the signature or signatures of the parties
nominated agreeing to serve if elected. The secretary shall then
prepare a mimeo-graphed ballot with the names of all nominees
thereon and mail such ballot to all members at least 10 days before
the annual general meeting. The votes shall be opened and counted at
the annual general meeting by two tellers appointed from the members
present. A plurality vote shall elect for any office. In the case of
a tie vote for any candidates the presiding officer shall cast a
deciding vote.
(2) No person’s name shall appear on the ballot for more than one
office. Therefore, it should be incumbent upon any nominee to affix
his signature for one office only. If a member accepts nomination
for more than one office, the first nomination to reach the
secretary shall be the only one listed on the ballot and any
conflicting nomination shall be ignored.
(3) The board of directors shall be elected at the annual general
meeting of the company and the incoming officers shall also take
office at that time.
(4) All vacancies occurring in the board during any year shall be
filled for the remainder of that year only by a majority vote of the
remaining board members.
(5) In the event that the nominations of the nominating committee
are uncontested, through failure of the membership to make a
nomination for any office by mail under the provision of “Article
VI (1),” the secretary shall be empowered to cast a single ballot
at the annual general meeting for the election of the nominated
officers and board members.
Article VII - Membership and Dues
(1) (a) Membership is open to all persons who subscribe to the
purposes of the company. Annual dues, to be determined from time to
time by the board, shall fall due on February 1st of each calendar
year. Joint membership for two persons constituting the same
house-hold shall be permitted.
(b) Any person may be granted honorary membership by resolution of
the board subject to ratification at the next general meeting, and
any member in good standing may propose names for the board’s
consideration. Except as provided in “Article III,” no honorary
members shall be eligible to hold office or to vote. Honorary
membership shall not confer any right, privilege or beneficial
interest in the company; how-ever, honorary members may be invited
at the discretion of the board to attend meetings as observers and
for the purpose of giving information, advice and counsel and to
participate in other activities.
(2) Any person of good character and reputation is eligible for
membership, providing that his application is made by sending to the
secretary an application form properly completed and sponsored by a
member in good standing and accompanied by the yearly dues. However
the board reserves the right to refuse, without reason given, any
such application.
(3) The interest of any member in the property of the company ceases
with the termination of his or her membership.
(4) All resignations must be submitted in writing to the secretary.
No member may resign while in debt to the company.
(5) Non-payment of dues may be considered sufficient
cause for termination of membership.
Article VIII -
Miscellaneous
(1) The company may be dissolved at any time with the written
consent of not less than two-thirds of the members at the time.
After payment of all debts and liabilities of the company, its
property and assets shall be given to a charitable organization for
the benefit of dogs.
(2) The board of directors shall have the power by a majority vote
of the whole board to forfeit the membership of any member for
conduct on his or her part likely on the opinion of the board to
endanger the welfare or character or good reputation of the company,
provided that the board shall first seek legal advice and shall give
the member concerned reasonable opportunity to pre-sent an
explanation of the con-duct under question.
(3) All complaints and suggestions as to the management of the
company must be made in writing to the board.
(4) This constitution, or any part thereof, shall be amended only by
a two-thirds affirmative vote of the company membership. When
amendments are desired the secretary shall send to each member the
proposed changes recommended by a majority of the board together
with a ballot which states the date for return, which shall not be
less than two weeks from the date from mailing. The term “vote of
company membership” shall be defined as the vote actually polled
as determined by the ballots returned to the secretary and not by
the total number of ballots distributed.
Last amended approved 1975
Article IX - Provincial Chapters
(1) Each provincial director shall assume the position of
chairperson of the provincial chapter of that chairperson’s
provincial jurisdiction.
(2) It shall be the duty of each chairperson to act in a manner
accordingly to encourage the popularity of the aforesaid
jurisdiction by calling meetings as and when deemed necessary. The
Chairperson shall disseminate any and all available literature to
existing and prospective members to do whatever is possible to
assist the breed’s popularity.
(3) The chairperson shall cause minutes to be recorded for all
meetings and shall forward a copy to the Secretary of the parent
club, with a copy to the president, as quickly as possible to keep
the parent club informed of any developments in the Province.
(4) Providing the provincial chapter received endorsement from the
parent club as co dares, the chapter shall have the authority to
hold its own provincial specialty. Although all dues and monies
raised for such specialties shall remain the property of the parent
club, reservation shall be exercised to ensure that the monies
raised by the provincial chapter is allotted to the specialty in
question.
(5) During the normal activity time of the provincial chapter, (i.e.
when specialties or special events are under consideration) the
chapter will be permitted to retain from its fundraising a nominal
amount to act as petty cash. The amount of this petty cash shall be
determined each year at the Annual General Meeting.
(6) Besides specialties, the provincial chairperson shall be
responsible from the onset for organizing boosters as often as
possible to bring the breed to the attention of the general public.
(7) Although operating as an independent part of the parent club
provincial chairpersons shall observe ALL parts of the existing
constitution as their guide in matters pertaining to club activities,
and if any doubt, shall consult the board without delay before
proceeding on any course that shall be represented as an action of
the Bullmastiff Fanciers of Canada.
Notice of motion of amendment proposed at Annual General Meeting of
Bullmastiff Fanciers of Canada on May 24, 1981.
Motion passed and certified at General meeting of Bullmastiff
Fanciers of Canada at Vancouver, June 21, 1986. |
