Canadian Bulldoggers Association
Constitution & Bylaws
In order to be an accepted member into the CBA in good standing it is recommended that everyone read and understand the bylaws.
The bylaws and constitution is the prescribed mandate on how things are run.
To know Your rights and privileges as a member, how to vote on things you want and understand the rules for ensuring a healthy vibrant club.
Herein within this charter, the Canadian Bulldoggers Association may be referred to as the club, organization, corporation and or association.
SECTION 1: The club shall be a non-profit organization.
The Objectives of the Corporation are:
- To engage the public, enthusiasts, breeders and fanciers of the listed breeds recognized by the club for the purpose of bettering the breeds development and recognition in Canada.
- To provide education, resources, clinics, seminars, dog shows, sanctioned events, meetings and support for owners, breeders, enthusiasts and the public across Canada.
- To Promote the better image of Bulldog Breeds as recognized by the clubs statutes.
- To encourage intelligent and responsible breeding practices for breeders, by providing conformation events, breed evaluation seminars, providing health testing clinics, canine education programs.
- To condemn the use of any breed of dog for the use of illegal activitie,s by the club members and non-members.
- To Provide an avenue and outlet for "Bulldoggers" to share their knowledge,skills, interests with others who have similar goals and aspirations in their breed fancy.
SECTION 2: Membership Elegibility:
Membership shall be open to persons only by sponsorship of at least one director.
Perspective members will be required to read a copy of the clubs constitution and code of ethics agree to comply with it and sign it.
All Members must be 18 years of age or older.
Members have voting privileges but any expenditures for any club activites must be approved by two founding directors in writing.
There is no maximum limit to the amount of individual members allowable into the club, however any member not active in the club will be asked to resign.
SECTION 3: Membership Dues:
Dues shall be $50 CA per year per person.
All dues are required to be paid by January 1st of each year.
club year begins on January1st. and ends December 31st of each year.
A membership will be considered as lapsed and automatically terminated if such members dues remain unpaid 30 days after the first January.
No member shall vote on any club business whose dues are not paid for the current year.
Dues are not refundable.
All fees and monies paid into the corporation will go directly into the clubs account and be used for the clubs activities and expenses.
Membership Privileges:
* Access to all of the clubs actvities, seminars, sanctioned shows, clinics, meetings.
*Complimentary Link of members kennel on club website with the trade of club banner.
*Have voting privilegespertaining to clubs future activities and the promotion of ideas and suggestions for the clubs growth, activies and services etc.
*Access to breed specific resources, a support network, and club services.
*Eligible to participate in club draws, raffles and fund-raisers.
*Exclusive features may include but not limited to annual dinnder meetings, walks&hikes,summer/fall picnics,BBQ's and the dogs are always welcome at our functions.
*Access to our Annual pamphlet (The Canadian Bulldogger Gazette)jammed full of tips on rearing,development,management techniques and tools and advise on raising healthy, happy dogs.
Including special on breed specifics,articles from professionals,breeder adds,classifieds section for all your pet needs and more.
SECTION 4: Voting and Elections for members:
A: All voting will be done by members present at meeting at time of voting.
The majority takes win over minorityon votes cast. If there is a tied vote, re-evaluation of the topic will be discussed and a re-vote will take place.
Directors will have final say on a stale mate.
B: In no case shall a member be entitledto vote on any club business whose dues are not paid for the current year.
C: A waiting period of 30 days is required for all new memberships and lapsed memberships before aquiring full rights to vote/and or hold a position in office.
D: Amendments to the Constitution & By-laws will require a vote of no less then two directors approval in writing.
E: Election of Officers for the new year shall be held at the December meeting.
Nominations shall be held at the November meeting.
Voting in of new officials be made by the majority of members present at time of voting.
Newly elected officials shal take over thier duties on the first of January,
F: Written resolutions in Lieu of attending meetings, is not acceptable.
G: Proxy voting is not acceptable.
SECTION 5: Members Meetings:
The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board may determine and on such a day as the directors shall appoint.
A: The fixed quorum shall be no less then 4 members for every annual members meeting.
B: The Board of Directors or the president shall have power to call, at any time a general meeting of the members of the corporation.
C: Each voting member present at a meeting shall have the right to exercise one vote.
D: All procedures for establishing quorum and recording votes will be recorded by the secretary or other director present at meeting. This will be in the form of written or typed application.
E: There must be no less then one of the founding directors present at any and all members meetings.
F: At every annaul meeting, in addition to any other busienss that may be transacted, the financial statements and reports of the auditors shall be presented and auditors appointed for the ensuing year.
G: The members may consdider and transact and business either special or general at any of the meeting of the members.
The method of giving notice of meetings to all members is listed as follows.
*By mail to individual members
*A maximum of 14 days is recommended for notices by mail.
*If the corporation has more then 100 membersm by notice published in a local newspaper circulating in a community where the majority of members reside.
*By notice published in a regularnewsletter sent to all members individually.
If the corporation has a place where the members normally congregate, by written notice posted in that location.
*by elcetronic means such as email, facsimile or phone.
Meetings for Members:
A: Members may hold meetings by teleconference or by other electronic means that permit members to communicate adequately with each other.
Members must consent in advance to the method of communication and have equal access for the method acceptable.
At least 50% of members must consent approval for this form of meeting.
B: Members must attend meetings regularily to retain voting privileges.
Members missing two or more meetings consecutively, (unless notifying an officer in advance of extenuating circumstances) will lose voting privilegesuntil regular attendance is resumed and recognized by the officers.
C: A minimum of 50%percent of voting members are needed to requisition the directors to call a special general meeting.
SECTION 6: Termination of Membership:
A: Quitting by written notice to an officer.
B: By resignation-any meber may resign frm the club by submitting a written notice to the president. No member can resign when in debt to the club.
C: By lapsing-any member will be considered as lapsed and autmatically terminated if such member's dues remain unpaid for 30 days after the first of January.
D: By Expulsion- a membership may be terminated by expulsion, the expulsion process is as follows:
*Charges- Any member may prefer charges against a member for alleged miscoduct prejudicial to the best interests of the club and/or the breed.
*Hearing- The membercharged with alledged misconduct shall be alowed to state his/her defence at the next regular club meeting. Members may vote to drop the charges suspend the member for a period of time up to three months, or expulsions if the charges warrant.Majority of members fixed quorum of 80% must vote for this action.
SECTION 7: Directors/Officers:
The property and business of the corportation shall be managed by a board of directors;
comprised of a minimum of three directors and no more then five.
Directors must be a registered members of the club.
The applicants for incororation shall become the first directors of the corporation whose term in office on the board of the directors chall continue until their successor are elected.
A: PRESIDENT/Chairman of the board:
The duties of the president are to head all meetings and shall have the duties and powers that are normally given to the office of the president in addition to those particularly specified in these constitutions and by-laws.
The president will assist in the other directors duties and managing of the corporations details as needed.
The president shall be the custodian of the stamp or mechancial device generally used for affixing the corporate seal of the corporation.
Preside at all meetingsof the board of directorsand preside at all members meetings when possible.
B: VICE-PRESIDENT: The duties of the vice-president are the duties of the president in the event the president is absent.
The Vice-President will also assist the president in any club business when his/her help is needed.
The Vice-President will also be secretary until a person suitable for the position is aquired.
C: SECRETARY:
The Secretary shall be resopnsible for recording all minutes of meetings of officers,all matters of which the memberships casts a vote and all club matters of importance.
The Secretary shall have an accurate role of all members' attendance at club meetings and activities. The Secretary shall be in charge of all correspondence of the club.
D: TREASURER:
The treasurer shall collect and recieve all money and duesbelonging to the club.
All dues, donations, or moneys shall go to the club treasury and shall be accessible by the founding directors.
This includes the normal month to month expenses of the club in its usual business,expenses which the club may incur by purchase of equiptment, committment the to Canadian Bulldoggers Association, rentals, insurance premiums or other expensesarising from or related to the ability of this club to sponsor a conformation show and/or weight pull.
Any withdrawl over $150.00 will require two clubs directors signatures.
Treasurer wil maintain a ledger or recording of all deposits, expendituresand current balanceof club monies.
The books shall be open at all times to the inspection of club officers and the treasurer will report the financial standings of the club any time he/she is called upon to do so.
He/she shall deposit the amount in a bank approved by the directors in the name of the club.He/She shall conduct all duties required for collecting dues and activating new memberships upon approval.
The Treasurer shall keep or cause to be kept full and accurate books of accunt in which shall be recorded all receipts and disbursements of the corporation.
Any two offices may be held by the same person, should it be required.
Officers: Officers must be individuals,18 years of age or older with power under law to contract.
Officers are appointed or elected through avotingby all three directorsuntil membership reaches over 100 members within the club.
When memebrship reaches over 100 members at least 80% of members of the club must vote. Majority wins in favor.
There is no limit to length of term for an officer.
Officers must be a registered member of the club.
Duties Of Officers:
Officers are set to perform as set out prescribed by the board of directors.
This may include but is not limited to announcing meetingsto members,setting up function sites for clubs activities, marketing and advertising, attending meetings,paper work and other office duties.
Officers are required to attend all meetings( unless extenuating circumstances are involved). In the case of extenuating circumstances and o/or distpute against and officer's attendance, inquiry and/or charges will be presented to the club membership at the next regualr meeting for review and/or action.
Removal or Replacement of a Director/Officer:
A: An officer or Director may be relieved of his/her duty by signing a written statement as to the resson and cause and give adequate time (max 6 months) for a replacement to be voted in and established.
B: In the event that the association has reached over 100 members and they wish to have any of the three founding members removed or replaced by an individual of their choice, they will need nop less then 80% of the members written signatures agrement to replace a director.They must also go through the appropriate ministrial application to change a director or add a director or officer.
C: A director voted out, may keep his/her membership position within the association.
Power of the Board Of Directors:
A: The three founding applicants are the first board of directors.
B:These three directors will always maintain the power to manage and administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name have final say and approval over any and all decisions the members vote on.
C: A minimum of two directors mustsign in writting in agreement to any expenditures members vote on fior the activities for the association.
D: All Officers and Directors must be members of the association. There must always be a minimum of three directors and no more then five.
E:During the operating life of the corporation the irectors shall serve as such without renumeration and no director shall directly or indirectly reciev any profitfrom his/her positionas such; provided that a director may be paid reasonable expenses incurred him in his performance of his duties.
F: It is specially provided that in the event of liquidation, dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be evenly distributed among the three founding applicants/directors listed in this application who began the venture and put their time, hourse, blood, sweat and tears into the building of thisassociation.
G: The Directors shall have power to authroize expenditures on behalf of the corporation, this includes but is not limited to costs associated with the promotion and activities of the club, pay the clubs bills, up-keeping and maintainance costs.
H: The Board of the directors shall take steps as they may deem requisite to enable the corporation to aquire, accept, solicict, or recieve legacies, gifts, grants settlements,bequests,endowments and donations of any kind whatsoever for the purpose of furthering the activities and objectives of the club.
I: Renumeration for all officers, agents, and employees and commitee members shall be fixed by the board of directors by resolution.
Financial Year:
The financial year of the corporation shall be determined by the board of directors.
The Term of Office For the Directors:
There is no limit on what the term of office may be.
Directors Meetings:
Meetings of the board of the directors shall be held at the head office of the corporation or at any place within Canada as the board may determine and on suchday and time as the directors shall appoint and be agreed upon.
The method of giving notice of an annual or special general meetingto all directors is listed as follows:
*by mail to each individual.
*by electronic means such as email, facsimile or phone.
A minimum of 14 days is recomended fir notices sent by mail.
Indemities To Directors and Others:
Every director of the corporation and their heirs, exeuters,administrators,estate and eefects respectively shall be at all times be indeminified and saved harmless out of the funds of the corporation from and against;
A: all costs,charges and expenses which such director, sustains or incurs in or about any action suit or proceedings which is brought, commenced ,or prosecuted against him, in or about the execution of the duties of his officeor inrespect of any such liability;
B:all other costs, charges and expenses which sustains or incurs in or about or in relation to the affairs thereof, except such costs ,charges or expenses as are occasioned by his own willful neglect or default.
Annual Directors Meeting:
The fixed quorum is a minimum of 2 directors in attendance for the annual directors meeting.
The annual or any other general meetingof the directors shall be hlked at the head office of the corporation or at any place within Canada as the board may determine and on such day as the directors shall appoint and be agreed upon.
Minutes of Board of Directors:
The minutes of the board of directors shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall recieve a copy of such minutes.
The Voting rights of the Directors:
All directors have a right to vote, fairly and equally at all directors meetings and at members meetings.
Execution of Documents:
The three founding directors or any director signed into the association who has first been approved by the three founding directors as well as through the appropriate ministrial application has the authorty to sign documents on behalf of the corporation.
Amendments Of Bylaws:
The by-laws of the corporation not embodied in the letters patent may be repealed or amended by bylaw, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors and sanctioned by an affirmative vote of at least 2/3 of the votes cast in favor of the by-law at a meeting of members duly called for the purpose of considering the said by-law,
provided the repeal or amendment of such by-laws shall not be enacted upon until approval of the minister if industry has been obtained.
Appointment of Special Comittee:
The President and other officers can make the appointment of a special committee, board or appointee as the need arises in the club.
The members of the committee will hold their offices, duties and services at the will of the directors discretion.
Auditor:
The members shall at each meeting appoint an auditor or accountant to audit the accounts and financial, statements or the corporation for report to the members at the next annual meeting.
Each director will be given a copy of the audit.
The auditor may not be a director, officer or employee of the corporation or of an affiliated corporation, or associated with that director, officer or employee, unless all of the members have consented.
The remuneration of the auditor shall be fixed by the board of directors.
wooooweee,
ok,
take a breath
and,
you have made it to the end ;)
Congradulations!
I know there is alot of government/political jargon that may be hard to compute, if you have any questions, don't hesitate to ask.
contact one of the directors if you have a question or concern regarding these constitution/by-laws.
These are the Bylaws as set in the registered "Letters Patent" in accordance to the minister of Corporations Canada approved on the day of April 30/09 File# 451958-2