ARTICLE 1. Name and objects

Section 1. The name of the Club shall be The Glen of Imaal Terrier Club of America herein after referred to as the Club.

Section 2. The objects of the Club shall be:

Section 3. The Club shall not be conducted or operated for profit. Any monies accruing to the Club from dues, donations, or as a result of the Clubs activities shall be used for general Club purpose. No such monies shall incur to be benefit of any member or individual.

Section 4. From time to time, the members of the Club shall, by a two- thirds vote of the membership, adopt and revise such Bylaws and may required to carry out these objectives.

Section 1. Eligibility. There shall be three types of membership:

Membership dues for Active Membership shall be set at $25.00; for Associate members,$20.00; for Junior members $15.oo. Dues shall not exceed $40.00. Only Active Members whose dues are paid for the current year may vote. The exact dues payable each year for each class of membership are to be set by action of the Board. Board meetings at which a change in dues is to be considered must be held by November of the year preceding the dues change. In December the Membership Chair shall send to all members a statement of their dues for the ensuing year. Dues are payable by January 1^st.

Each applicant for membership, Active, Associate or Junior, shall apply on a form approved by the Board of Directors, which shall provided, among other required information, that the applicant agrees to abide by the Club’s Constitution and Bylaws and the Rules of the American Kennel Club. The application shall include the applicant’s name, address and occupation. Accompanying the application, the prospective member shall submit dues payment for the current year. The application for Active Membership shall carry the endorsement of two Active members, not of the same family or household. Both sponsor and co-sponsor shall have known the applicant for at least one year and must seriously believe that the applicant will protect the integrity of the Glen of Imaal Terrier. New members seeking Active membership must be the owner of a Glen of Imaal Terrier at the time they apply for Active membership. Upon receipt of an application for membership, the Corresponding Secretary shall have the name and address of the applicant published in the next issue of the newsletter, or the next general Club mailing, for comment from the membership.

The applicant’s name shall be brought before the Board for a vote not sooner than 30 days or later than 60 days following such publication. A 2/3 affirmative vote of the Board, voting in person, by telephone conference call or by mail, shall elect to membership. An application, which has received a negative vote by the Board, may be presented by one of the applicant’s endorsers at the next annual meeting of the Club and the Club may elect such applicant by secret ballot and a favorable vote of 75% of the members present and voting. An Associate Member may apply at any time for Active Membership by following the procedures and meeting the requirements for Active Membership. Associate Members seeking Active Membership must be the owner of a Glen of Imaal Terrier at the time they apply for Active Membership. A junior Member may apply for Active Membership at the time they reach 18 years of age by following the procedures and meeting the requirements for Active Membership.

Section 4. Termination of Membership.

Memberships may be terminated:

The annual meeting of the Club shall be held in April, 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 by the Corresponding Secretary to each member at least thirty days prior to the meeting. The quorum for the Annual Meeting shall be 10 percent of the members in good standing.

Special meetings may be called by the President or by a majority of the members of the Board who are present at a meeting of the Board, or who vote by mail, and shall be called by the Corresponding Secretary upon receipt of a petition signed by 10 percent of the members of the Club who are members in good standing. Such special meetings shall be held at a place, date and hour as may be designated by the Board of Directors.

GLEN OF IMAAL TERRIER CLUB OF AMERICA INC.

Written notice of such a meeting shall be mailed by the Corresponding Secretary at least fourteen and not more than thirty days prior to the date of the meeting. Said notice shall state the purpose of the meeting. No other Club business may be transacted at that meeting. The quorum at such a meeting shall be 10 percent of the members in good standing.

Section 3. Board Meetings

The first meeting of the Board shall be held immediately following the election. Board meetings shall be held quarterly, starting in February, followed by May, August and November. Dates, times and written agendas shall be set by the President, or by a majority vote of the entire Board, by written notice at least fourteen days and not more than thirty days prior to the meeting. All meetings may be conducted in person or by telephone conference call. The quorum for a Board Meeting shall be a majority of the Board voting in person, by mail, or by telephone conference call.

Section 4. The Board of Directors may conduct its business by mail and telephone conference call. In addition, business may be conducted by e-mail as stipulated by The American Kennel Club.

Section 1. The Board of Directors of the Club shall consist of the following Officers and Board Members: President, Vice-President, Corresponding Secretary, Recording Secretary, Treasurer and four Board Members, all of whom shall be members in good standing for at least one year, owners of a Glen of Imaal Terrier within the past year, and residents of the United States. Only one member of a household may serve on the Board at the same time. Directors and officers shall be elected for a two-year term by vote of the membership in the last quarter of the year as provided in Article IV, and the shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors. With the exception of the President and Corresponding Secretary, all Officers and Board Members may not serve more than two consecutive terms in one office, and may not serve more than three consecutive terms (6 years) on the Board. The President shall be elected for one term of office (2 years) and must retire from the Board at the completion of his/her term. The President, upon retiring, may not serve on the Board again in any position for at least one term (2 years). The Corresponding Secretary, being the address of the Club, may serve four consecutive terms in office, and must retire from the Board at the completion of that term of Service. The Corresponding Secretary, upon retiring, may not serve on the Board again in any position for at least one term (2 years). No candidate for Corresponding Secretary may have more than one term of current service on the Board. After a member of the Board of Directors retires from the Board, he/she may not serve again for at least one term of office (2 years).

Section 2. The Club’s officers shall consist of all the officers enumerated in Article III, Section 1, and they shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

Section 1. The Club’s fiscal year shall begin on January 1 and end on December 31.

the elected officers and Board Members shall take office beginning February 1st and shall end their two year term January 31st. Each retiring officer shall turn over to his/her successor all properties and records relating to their office within thirty days of February 1st.

Voting shall be limited to those U.S. residents in good standing. The biannual election of Officers and Board members, amendments to the constitution, and the standard for the breed shall be decided by written ballot cast by mail. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail. Voting by proxy shall not be permitted.

The election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must be received by the Recording Secretary (or independent professional firm designated by the Board) by the 31st of December. Ballots shall be counted by (at least) three inspectors of election who are members in good standing but not members of the current board nor candidates on the ballot. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any elected candidate is unable to serve for any reason, such person shall not assume office and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 3.

No person who has not been nominated in accordance with these Bylaws may be a candidate for election. During the month of May of the election year, the Board shall select a Nominating Committee consisting of three members from different geographic areas of the USA, plus tow alternates. Of there five, no more than one may be a current member of the Board. The President may not serve on the Nominating Committee. The Recording Secretary shall immediately inform the Committeemen and their alternates of their selection to the Nominating Committee. The Board shall name a Chairperson of the Nominating Committee.

(a)the committee shall nominate on candidate for each office and four candidates to terms on the Board. The committee should consider geographical representation of the membership to the extent that it is practicable to do so. After securing the consent of all persons nominated, the committee shall submit its slate of candidates to the Recording Secretary. Upon receipt of the Nominating Committee’s report, the Recording Secretary will mail the list, including the full name of each candidate and their residing state to each Club member on or before October 15th, so that additional nominations may be made.

(b) additional nominations of eligible members may be made by written petition to the Recording Secretary, by any member in good standing, postmarked on or before the 15th of November. All nominees must have consented to be a candidate.

(c) if no valid additional nominations are received by the Recording Secretary and postmarked on or before November 15th, no balloting will be required and the elected Officers and Directors shall be announced to the membership by the Recording Secretary on or before November 30th.

(d) if additional nominations are received by the Recording Secretary, and postmarked on or before November 15th, the Recording Secretary, or an independent professional firm designated by the Board, will mail to each member in good standing, no later than November 30th, a ballot listing all of the nominees for each position in alphabetical order, wit the names of the states in which they reside, together with a blank envelope and return envelope addressed to the Recording Secretary (or independent professional firm)

marked “Ballot” and bearing the name of the member to whom it was sent. So that ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed inside the second addressed envelope. The inspectors of election shall check the returns against the list of eligible members whose dues are paid prior to opening the outer envelope and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. All ballots must be received on or before December 31st and the elected officers announced by mail to the membership by the Recording Secretary on or before January 15th.

(f) nominations cannot be made at the annual meeting or in any manner other than as provided above.

(a)the Board may appoint Standing 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 Standing Committees shall serve a term coinciding with the Board’s, and such committees and the actions they take shall be subject to the final authority of the Board.

(b) Special Committees – The Board may appoint Special committees to aid it on particular projects. Special Committees and the actions they take shall also be subject to the final authority of the Board. A Special Committee’s term shall end at the conclusion of it’s project.

© Committee Chairs and reporting – A board member may serve as the Chairperson for a Standing or a Special Committee. Committees are required to give bimonthly status reports to the Vice-President.

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; and the Board may appoint successors to whose service has been terminated.

Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

Any member may prefer charges against any other member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate wit the Recording Secretary, together with a deposit of fifty dollars, which shall be forfeited if such charges are not sustained by the Board following a hearing. The Recording 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 interests of the Club or the breed. If the Board considers that the charges do not allege conduct, which would be prejudicial to the best interest of the Club or the breed, it may refuse to entertain jurisdiction. If the Board chooses jurisdiction of the charges, it shall fix a date for a hearing – attended by not less than five members of the Board – not less than three weeks nor 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 and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.

The Board shall have complete authority to decided 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 may, by majority vote of those present, reprimand or suspend the defendant from all Club privileges for a period of not more than six months from the date of the hearing, or until the next annual meeting if that will occur after six months. If the Board deem that punishment insufficient, it may recommend to the membership that the defendant be expelled from the Club. 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 Board’s recommendation. Immediately after 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, by certified mail, each of the parties of the Board’s decision and penalty, if any.

Expulsion of a member from the Club may be accomplished only at the Club’s Annual Meeting following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his/her 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 defendant, if present, to speak in his/her behalf. The members shall then vote by secret ballot of the proposed expulsion. A 2/3 vote for those present and voting at the meeting shall be necessary for expulsion. If expulsion is no so voted, the Board’s suspension shall stand.

Section 1. Amendments to the Constitution and Bylaws and to the Standard for the Breed may be proposed by the Board of Directors or by a written petition addressed to the Recording Secretary and signed by twenty percent of members in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the membership 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 Constitution and Bylaws or the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member in good standing on the date of the mailing, accompanied by a ballot on which she/he may indicate the choice for or against the action to be taken. Dual envelope procedures described in Article IV, Section 4 (d) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than thirty days after the date postmarked, by vote of two thirds of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

Section 1. The Club may dissolved at any time by the written consent of not less than two thirds of the members. In the event of dissolution of the Club other than for purposes of reorganization, whether voluntary or involuntary or by operation of the law, none of the property of the Club nor any of the proceeds thereof nor any assets of the Club shall be distributed to any members of the Club. After payment of the debts of the Club, the remainder property and assets shall be given to a nonprofit charitable organization for the benefit of dogs and determined by the Board of Directors.

Section 1. 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

Minutes of last meeting

Report of President

Report of Corresponding Secretary

Report of Recording Secretary

Report of Treasurer

Reports of Committees

Election of New Members

Unfinished Business

New Business

Adjournment

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 of minutes of last meeting

Report of Corresponding Secretary

Report of Recording Secretary

Report of Treasurer

Reports of Committees

Election of New Members

Unfinished business

New Business

Adjournment

Section 1. The rules contained in the current edition of “Robert’s Rules of Order, Newly Revised,” shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.