CONSTITUTION OF THE CANADIAN FINNISH SPITZ CLUB

1.  NAME

The name of the club shall be the Canadian Finnish Spitz Club; herein called and referred to as the Club.

2.  PURPOSES

The purposes of the Club shall be:

1. a) To encourage and promote the breeding of pure-bred Finnish Spitz and to do everything possible to bring to perfection their natural abilities.
2. b) To urge members, breeders, and judges to accept the standard of the breed as approved by the Canadian Kennel Club as the only standard of excellence by which Finnish Spitz shall be judged.
3. c) To do everything in its power to protect and advance the interests of the breed by encouragement of sports¬man like competition at dog shows, sanctioned matches, specialty shows, obedience matches and trials, and field shows.
4. d) To conduct dog shows, sanctioned matches, specialty shows, and obedience trials under the rules of the Canadian Kennel Club, and to support the entry of Finnish Spitz at such all-breed shows as the Club may determine.

3.  NON-PROFIT ORGANIZATION

The Club shall not be operated for profit.  No part of any profits, remainder or residue from dues, sale of materials or donations shall inure to the benefit of any member or individuals.

4.  REVISION OF CONSTITUTION

Revision of this Constitution may be made only after the proposed alterations have been published for comment and debate over a period of at least three months and then submitted by the Secretary for a vote by mail as stipulated in Article VII of the By-Laws. The approved document to contain the entire Constitution as revised.

5.   AREA OF OPERATIONS

All of Canada.

BY-LAWS OF THE CANADIAN FINNISH SPITZ CLUB

ARTICLE I – MEMBERSHIP

Section 1:  Eligibility

The following shall be eligible for membership:

1. a) Individual persons 16 years of age or older who subscribe to the purposes of this Club and who are in good standing with this Club and the Canadian Kennel Club.
2. b) Regional Specialty Clubs, officially recognized by this Club, composed of individuals devoted to the same purposes as this Club, and whose club activities are restricted to a prescribed local region of Canada…
3. c) Family memberships, with two votes per family, both in good standing with this Club and the Canadian Kennel Club.
4. d) Individual Persons under 16 years of age who subscribe to the purposes of the Club, and in good standing with this Club, and with the Canadian Kennel Club.  These individuals are to be called junior members, to whom no voting privileges are extended.

Section 2:  Termination of Membership

Memberships may be terminated by:

1. a) 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, debts become incurred on the first day of each fiscal year.
2. b) Lapsing:  a membership will lapse and be automatically terminated if a members dues remain unpaid 90 days after the first day of the fiscal year: the Board of Directors, however, upon proper application, may grant an additional 90 days of grace to such delinquent member in a meritorious case.  No member, whose dues are unpaid as of the date of a Club meeting, will be entitled to vote at such meeting.  Nor will a ballot, by mail, be accepted by any member whose dues are in arrears.
3. c) Expulsion: A member may be terminated by expulsion as provided in Article II of this constitution and by-laws.

ARTICLE II – ORGANIZATION

Section 1: Board of Directors

1. a) The board shall be comprised of the President, Past President, Vice-President, Secretary and Treasurer:  Elected yearly and, three Directors elected as described in Article II, Section Two.
2. b) Duties of Officers:
3. i) The President shall preside at all meetings of this Club and of the Board, and shall have the duties and powers normally apparent to the office of President in addition to those specified in this constitution and by-laws,
4. ii) The Past President shall advise the incoming President in the areas of operation of the Club upon the Presidents request; the Past President may or may not head any special committee deemed necessary by the President.  The Past President will also act in an advisory capacity to the board.  This position will continue until the next board of directors is elected.

iii) The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity, and such other duties as the President of the Board may assign and which he/she is willing to assume.

1. iv)  The Secretary shall keep minutes of all meetings of the Club and of the Board and shall keep a record of all votes taken by mail and of all matters of which a record shall be ordered by the Board.  The Secretary shall have charge of the correspondence, notify members of meetings, 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 which may be assigned by the President or the Board or as may be prescribed in this constitution and by-laws.  The President may assign one or more persons to assist the Secretary.
2. v) The Treasurer shall collect and receive all monies due or belonging to the Club.  The Treasurer shall deposit the same in a financial institution designated by the Board in the name of the Club.  The Treasurer’s books shall be open at all times to inspectors consisting of the members of the Board.  The Treasurer shall report at each meeting of the Board stating the condition of the Club’s finances and each item of receipt or payment not before reported.  The Treasurer shall render an account of all monies received and expended at request of the President.
3. vi)   Members on the Board must be residents of Canada.

Section 2:  Nominating and Ballots

1. a)  A nominating committee, named by the executive in January of an election year, shall consist of a Chairman and two members from across Canada.  Together they will check into volunteers or members suggested for the various positions on the Board and present, not 1ater than September 1st, a slate of which they are all in favor.
2. b) The May/June issue of the official newsletter in an election year shall request nominations from the general membership for each of the Board positions to be received by the Secretary no later than September 1st.
3. c) Nominations cannot be made in any other manner than as provided above.  No person may be a candidate in any Club election who has not been nominated as herein provided.  In the event of the death, refusal to serve, or unavailability for any reason of the candidate elected as provided above, and if no other candidate has been nominated for the office, the office shall be filled by the new Board of Directors as provided in Article II, Section 4.
4. d) The Secretary shall immediately mail to each member in good standing a ballot listing, in alphabetical order, all nominees for each position together with a blank envelope and return envelope addressed to the Secretary marked “Ballot” and bearing the name of the member to which it was sent, and who voted the enclosed ‘ballot.  In order that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope bearing his name and addressed to the Secretary and shall mail the latter.  These ballots must reach the Secretary by October 1st; The inspectors of the election shall check the outer envelopes against the list of members in good standing, prior to opening them.  While removing the blank envelopes and counting the ballots, they shall certify the eligibility of voters as well.  The inspectors shall make certain that there are no duplicate votes and they shall take steps to assure that there is no disclosure as to who voted for whom.
5. e) Newly elected officers shall take office immediately following conclusion of the election.  Each retiring officer within thirty days shall turn over to their successor all property and records relating to that office.

Section 3: Committees

The President may appoint each year standing committees to advance the work of the Club in such matters as shows, sanctioned matches, specialty shows, obedience trials, judging of the breed standard, membership, trophies and prizes, and other matters which may appropriately be served by committees, such committees shall always be subject to final approval of the Board.

Section 4: Vacancies

Any vacancies occurring on the Board during the year-shall be filled for the unexpired term of office by a majority vote of the remaining members of the Board.

Section 5: Discipline

1. a) Any member of the Club who is suspended from the privileges of the Canadian Kennel Club shall be automatically suspended from the privileges of this Club for a like period.
2. b) Complaints and charges shall be handled through procedure determined at the discretion of the board of Directors of the Canadian Finnish Spitz Club.

ARTICLE III – MEETINGS

Section I: Annual Meetings

The Annual Meeting of the Club shall be held at a place, date and hour designated by the President. Written notice of the annual meeting shall be mailed to each member at least 14 days prior to such meeting, or shall be included in a newsletter mailed to each member at least 14 days prior to such meeting.  A quorum must be maintained, and is 1/4 of members in good standing.

Section 2: Special Club Meetings

Special meetings of the Club may be called:

1. a) By the President
2. b) By a majority vote of the Directors
3. c) By the Secretary on receipt of a petition signed by 25% of the members of the Club who are in good standing.  The same notice as in Section 1 shall apply, with the purpose of the meeting specifically included.

Section 3:  Board Members

A meeting of the Board of Directors shall be held immediately before the annual meeting, other meetings shall be held at such times and places as are designated by the President or a majority of the Board, including telephone conference calls.  The same notice as in Section I shall apply.

Section 4: Voting

At the annual meeting or a special meeting of the Club voting shall be limited to members of good standing who are present at the meeting, except the following:

Matters shall be by written ballot cast by mail or returned to the Secretary by hand.

1. a) Election of Officers and Directors.
2. b) Amendments to constitution and by-laws
3. c) Amendments to the standard for the breed

Section 5:  Order of Business

1. a) At annual meetings of the Club (and to the extent applicable, at special meetings of the Club) the order of Business, subject to the discretion of the President shall be as follows:
2. Roll Call
   2.  Minutes of last meeting
   3.  Report of Secretary
   4.  Report of Treasurer
   5.  Report of Committees
   6.  Report of President
   7.  Election of Officers and Board
   8.  Unfinished Business
   9.  New Business
   10. Adjournment
3. b) At meetings of the board of Directors, the order of business, subject to the discretion of the President, shall be as follows:
4. Minutes of the last meeting
   2.  Report of the Secretary
   3.  Report of the Treasurer
   4.  Reports of Committees
   5.  Report of President
   6.  Unfinished Business
   7.  New Business S.  Adjournment

ARTICLE IV – FINANCE

Section 1:  The Club Year

The Club’s fiscal year shall begin on the first day of July and end on the last day of June.

Section 2:  Dues

Dues shall be the amounts specified in the standing resolutions hereafter.

Section 3:  Banking

The funds of the Club, except for amounts specified in the standing resolutions, as authorized to be placed in the safe-keeping of certain officers as petty cash funds, shall be placed in a branch of a Canadian Financial Institution

Section 4: Dissolution

Should this Club remain inactive for a period of one year, or should its members decide to dissolve the Club all assets will be converted to cash and transferred by way of cheque to a charitable organization for the benefit of dogs as decided by the Board.

ARTICLE V – LEGAL

Section 1:  Signing Officers

The signing authorities of the Club shall be the Executive, and any documents requiring the official endorsement of the Club shall be deemed to have been duly signed when it bears the recognized signature of two of the said officers, normally the President and the Treasurer.

ARTICLE VI – PROCEDURE

Section 1: Authority

All meetings of the Club and of its governing bodies and all other matters of practice and procedure not otherwise herein specified shall be governed by the Common Law of  Procedure of  Canada as laid down and interpreted in Notes on the Rules of Parliamentary Procedure by Wm. C. Hankinson (2nd Edition, 1965), the said Rules of Procedure, and more particularly and specifically all clauses and paragraphs designated “A” to form and be considered a part of these By-Laws and to have the same force and effect by reference as though  the same were severally, fully and  particularly set  forth herein..

ARTICLE VII – ALTERATION OR AMENDMENT

Section 1:  Proposal of Amendment

Amendments to this constitution and by-laws and the standard for the breed may be proposed by the Board, or by written petition addressed to the Secretary, and signed by 25% of the membership in good standing. Within three months of the date such proposals shall be submitted to the members by the Secretary for a vote.

Section 2: Voting On Amendments

This constitution and by-laws and the standard for the breed may be amended any time provided a copy of the proposed amendment is mailed by the Secretary to each member accompanied by a ballot, and a notice specifying a date of no less than 30 days after the date of mailing, by which the ballots must be returned to be counted.  A favorable vote of 2/3 of the members in good standing whose ballots are returned within the time limit shall be required TO effect any such amendment

Section 3: Approval of the Canadian Kennel Club

No amendment to this constitution and by-laws, or to the standard of the breed, shall become effective until it is approved by the Canadian Kennel Club.

ARTICLE VIII – INDEMNIFICATION

Section 1: Protection of Officers and their Agents

1. a) The Director s and Officers, for the time being of the Club, and every one of their heirs, executors and administrators, shall be indemnified and saved harmless, out of the assets and profits of the Club, from and against al1 actions, costs, charges, losses , damages, and expenses which they, or any of them, their or any of their heirs, executors or administrators shall, or may incur, or sustain by, or by reason of act alone, concurred in or omitted in or about the execution of their duty or supposed duty in their r e s p e c t i v e  o f f i c e s except  such ( if any ) a s  t h e y  shall   incur or sustain by or through their own willful neglect or default respectively.
2. b) The Board of Directors of the Club hereby-authorized, from time to time, to cause the Club to give indemnities to any Director, or other person who has undertaken, or is about to undertake, any liability on behalf of the Club and any action, from time to time, taken by the Directors under this paragraph shall not require approval, or confirmation by the members.
3. c) No Director or Officers for the time being of the Club shall be liable for the acts, receipts, neglects, or defaults of any other Director or Officer or employee or f or joining in any receipt or act f or conformity of for any loss, damage or expense happening to the Club through insufficiency or deficiency of title to any  property acquired by order of the Board of Directors of the Club for or on behalf of the Club or for the insufficiency for any security in or upon which any of the money of, or belonging to the Club shall be placed out , or invested, or for any loss, or damage arising from t h e bankruptcy, insolvency or tortuous act of any person , form or corrupt i on with whom or with which any monies, securities or effects shall be lodged, or deposited or far any loss, damage or misfortune whatsoever which may happen in the execution of the duties of their respective  office, or trust, or in relation there to, unless the same shall happen by, or through their own willful act of default.

STANDING RESOLUTIONS

Number one (a): Date July 15, 1978

Resolved that dues be as follows:

Founder Members (for the balance of 1978 only)      $7.50
Regular Members          $7.50
Family Members          $ 1 0.00
Junior Members          $ 5.0 0

Number one (b): Any membership fee paid after January 15th 1979 shall be reduced as follows;

Single  $9.00
Family     $15.00
Junior      $ 6.00

Number two:  Dated July 15, 1978
Resolved that the Secretary/Treasurer have a petty cash of:    $25.00

Number three:  Dated May 12, 1979
Resolved that the editor of the newsletter send complimentary copies of two issues to new owners whose names have been submitted.

Number four:  Dated May 1, 1984
Membership fees to be as follows:

Single        $15.00
Family        $25.00
Junior        $10.00

Number five:  Dated October 30, 1995
Standing resolution number three dated May 12, 1979 no longer applies.

Number six:  Petty Cash fund be increased from $20.00 to $100.00 (paid to the Newsletter editor) to reflect current economic times. An honorarium of $2.50 per page (maximum of $35.00) be paid to the editor for time incurred producing the quarterly club newsletter.