ISAA Constitution & Bylaws
ISAA CONSTITUTION AND BYLAWS
30 APRIL 2009
with Amendments 1 & 2 - 15 October 2015
CONSTITUTION
ARTICLE I
Name and Objects
SECTION 1. The name of the club shall be the Icelandic Sheepdog Association of America, Incorporated (ISAA).
SECTION 2. The objectives of the club shall be:
a) To encourage and promote quality in the breeding of pure-bred Icelandic Sheepdogs and to do all possible to bring their natural qualities to perfection;
b) To encourage the organizations of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club (AKC);
c) To urge members and breeders to accept the breed standard based upon the international standard (FCI) developed by the Deild Íslenska Fjárhundsins (DIF) and that which has been approved by AKC as the only standard of excellence by which Icelandic Sheepdogs shall be judged;
d) To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at conformation dog shows and obedience, agility and herding trials;
e) To conduct sanctioned matches, specialty shows, obedience, agility, herding, etc. trials following the guidelines (rules and regulations) of The American Kennel Club.
SECTION 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.
SECTION 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.
BYLAWS
ARTICLE I
Membership
SECTION 1. Eligibility. There shall be three types of memberships, two type open to all persons 18 years of age and older and one non-voting type of junior membership, open to persons less than 18 years of age living in the household of an adult member, who are in good standing with ISAA and who subscribe to the objectives of this club.
a) Founding Members: The first 50 members will be known as Founding Members. These members have the same rights and responsibilities as regular Members or Foreign Members or Junior Members whichever is applicable. See Appendix A listing Founding Members.
b) Regular Members have full privileges, one voting right and receive all mailings. Two adults living in the same household may have one regular membership, one voting right and receive one set of all mailings.
c) Foreign Members shall be persons residing in countries other than the United States and who subscribe to the purposes of the club. Foreign Members have full privileges except voting and office holding privileges, and receive mailings except voting materials.
d) Junior Members shall be persons between[2] the ages of 9 and17[2] and must reside[2] in the same household as an adult club[2] Regular Member or an adult club[2] Foreign Member. Junior Members are non-voting, non-office holding, dues-paying members.[2] Junior Members are entitled to all club[2] privileges except voting and holding[2] office.
e) Honorary Members. In addition to three types of memberships above, honorary members may be elected from among those who have rendered valuable aid to the club or to the furtherance of the club’s purposes and goals. Such honorary members may be elected by secret vote of 75% of the board or by secret vote of 75% of the members present and voting at an annual meeting. Honorary members shall be exempt from dues and shall be entitled to all privileges of the club, except that they may not vote or hold office.
SECTION 2. Dues. Regular membership dues shall not exceed $50.00[2] per year, and foreign and junior[1] membership dues shall not exceed $30.00[2] per year. Membership dues are payable on or before the 1st day of January of each year. No regular member may vote whose dues are unpaid for the current year. During the month of November, the Membership Secretary shall send a membership renewal notice to each member whose membership is due to expire on the forthcoming December 31st. Memberships are annual and run from January first through the end of December of the same calendar year regardless of when they are paid. However, for new memberships only, for dues received between September 1st and December 31st the applicable dues start date shall be January 1st of the following calendar year in which the dues were received.
SECTION 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors (board) and which shall provide that the applicant agrees to abide by these Constitution and Bylaws and the rules of ISAA. The application shall state the name, address, phone number and email address of the applicant. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants' names will be sent to the board. Directors will submit secret ballots to the Membership Secretary. Affirmative votes of 2/3 of the entire board voting by U. S. Mail, shall be required to elect an applicant. An application which has received a negative vote by the board may be presented at the next annual meeting of the club and the regular members may elect such applicant by a secret favorable vote of 2/3 of the regular members present.
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 Membership Secretary.
b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year; however the board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VI.
ARTICLE II
Meetings
SECTION 1. Annual Meeting. The Annual Meeting of the club shall be held in conjunction with the club’s National Specialty Show[2], at a place, date, and hour designated by the board. [2] At least 30 days prior to the date of the annual meeting a written notice of the annual meeting shall be mailed or emailed by the Recording[1] Secretary to each member and a notice will be posted on the news page of the ISAA web site. The quorum for the annual meeting shall be 10 percent of the regular members in good standing on the date of notification.
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 at a meeting of the board or who vote by mail or email; and shall be called by the Recording Secretary upon receipt of a petition signed by 10% of the regular members of the club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the board. Written notice of such meeting shall be mailed or email by the Membership Secretary at least 14 days and not more than 30 days prior to the date of the meeting. In addition a notice of the special club meeting shall be posted on the news page of the ISAA web site. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be 10 % of the regular members in good standing on the date of notification.
SECTION 3. Board Meetings. Meetings of the board shall be held at least once per calendar quarter at such hour and place as may be designated by the board. Meetings can also be held via teleconference or videoconference. Written notice of each such meeting shall be emailed by the Recording Secretary at least five 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 Recording Secretary upon receipt of a written request signed by at least three members of the board. Such special meetings shall be held at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Meetings can also be held via teleconference or videoconference. Email notice of such meeting shall be mailed by the Recording Secretary at least five 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 thereat. The quorum for such a meeting shall be a majority of the board.
SECTION 5. The board may conduct its business by mail, email, fax or telephone conference call through the Recording Secretary. Items voted upon by telephone conference call, fax, or mail must be confirmed in writing within 7 days. A board member without access to the internet will receive material via U. S. Mail or fax.
ARTICLE III
Directors and Officers
SECTION 1. Board of Directors. The board shall be comprised of the 5 officers and 2 directors and the AKC Delegate[2], all of whom shall be regular members in good standing, who are residents of the United States, and all of whom shall be elected for two-year terms as provided in Article IV and shall serve until their successors assume their duties. Their term of office shall begin January first of the ensuing[2] year and shall expire December thirty-first two-years[2] hence.[2] General management of the club's affairs shall be entrusted to the board. No person shall hold more than one of the Board of Directors elected positions.[2]
SECTION 2. Officers. The club's officers, consisting of the President, Vice President, Recording Secretary, Membership Secretary and Treasurer, shall serve in their respective capacities both with regard to the club and its meetings and the board and its meetings.
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 bylaws.
b) The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
c) The Recording Secretary shall keep a record of all meetings of the club and of the board and of all matters of which a record shall be ordered by the club; have charge of the correspondence, notify members of meetings, notify officers and directors of their election to office, and carry out such other duties as are prescribed in these bylaws.
d) The Membership Secretary shall keep all records pertaining to club membership, [1]notify new members of their election to membership, keeping a roll of the members of the club with their addresses, and carry out such other duties as are prescribed in these bylaws.
e) The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys 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 on the condition of the club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the board of directors shall determine.
f) Two director positions shall be members of the board. Their responsibilities may include but are not limited to Internet, Breeding Review and Compliance Committee, Publications, Liaison to Iceland, Rescue, and Events.
g) AKC Delegate shall be a voting member of the Board.[2]
SECTION 3. Vacancies. Any vacancies occurring on the board or among the offices during the year shall be filled until the next election by a majority vote of all the then 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, Voting, Officer, Director, & AKC Delegate Election, Nominations, Ballots
SECTION 1. Club Year. The club's fiscal year and official year shall begin on the first day of January and end on the last day of December.
SECTION 2. Voting. At the annual meeting or at a special meeting of the club, voting shall be limited to those regular members in good standing who are present at the meeting, except for the election of officers and directors, amendments to the constitution and bylaws, and revisions to the standard for the breed, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The board may decide to submit other specific questions for decision of the regular members by written ballot cast by mail or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs[a].[2]
SECTION 3. Officer, Director and AKC Delegate Election. In November of each year[2] officers, directors and AKC Delegate[2] shall be elected by secret ballot in accordance with Section 3-a below and[2] Section 5 of this Article. They shall take office on January first of the ensuing year[2] and each retiring officer shall turn over to the successor in office all properties and records relating to that office prior to December 31st of the applicable[2] election year.
a) The President, Membership Secretary, AKC Delegate and Director 1 shall be elected for a two-year term after this amendment is adopted and approved. The Vice-President, Recording Secretary, Treasurer, and Director 2 shall be elected for an initial term of one-year at the same time and will thereafter be elected for a two-year term. [2]
SECTION 4. Nominations. No person may be a candidate in a club election who has not been nominated. By July 1st of an election year, the board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the board. The Recording Secretary shall immediately notify the Nominating Committee members and alternates of their selection. The board shall name a chair for the committee and it shall be such person's duty to call a committee meeting, which shall be held within 30 days after the person’s appointment.
a) In accordance with the appropriate sequence identified in Article IV, Section 3-a, the Nominating Committee[2] shall nominate one candidate for each of the positions identified as 2] officer and director positions on the board and for AKC Delegate[2] and, after securing the consent of each person so nominated and any nominations by club members made in accordance with item b below, shall immediately, but no later than 45 days before the election, report their nominations to the Recording Secretary in writing.
b) By written notification to the Nominating Committee, additional nominations may be made by any club member, and the proposer shall present to the Nominating Committee with the written notification a written statement from the proposed candidate signifying willingness to be a candidate. Such notification must be received by the Nominating Committee at least 60 days prior to the election and in sufficient time to be included in the Nominating Committee’s report to the Recording Secretary. [2] No person shall be a candidate for more than one position.
c) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
d) Club membership shall be notified of the election date by the Recording Secretary at least 90 days prior to the election date.
SECTION 5. Ballots. Upon receipt of the Nominating Committee’s report, the Recording[1] Secretary shall at least 30 days before the election mail to each regular member in good standing on the date of election notification a ballot listing all of the nominees for each position in alphabetical order together with a blank envelope and a return envelope addressed to the Recording[1] Secretary marked “Election Ballot” and bearing the name of the regular member to whom it was sent. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Recording[1] Secretary. Notice with such ballot shall specify a date by which the ballots must be returned to the Recording[1] Secretary to be counted. Such date must be prior to the election date. The inspectors of election or designated professional firm shall check the returns against the list of regular members in good standing on the date of election notification before opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting, which shall be announced on the club’s website.|
a) Ballots shall be counted by three inspectors of elections who are members in good standing and neither members of the current board nor candidates on the ballot provided, however, the board may designate an independent professional firm to send, receive and count the ballots.
b) The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of vote counting[1], is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new board in the manner provided by Article III, Section 3.
ARTICLE V
Committees, and Past President
SECTION 1. The board may each year 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 committees shall always be subject to the final authority of the board. Special committees may also be appointed by the board to aid it on particular projects.
SECTION 2. The Delegate of the club to The American Kennel Club shall take direction from the board and shall represent the interest of the club at meetings of Delegate of The American Kennel Club, and shall vote as directed by the ISAA board.
SECTION 3. Past President. The immediate past President shall serve as a non-voting consultant to offer assistance and guidance as requested by the board.
SECTION 4. 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 all the privileges of The American Kennel Club automatically shall be suspended from the privileges of the ISAA for a like period.
SECTION 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the club or the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $100.00, 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 interests of the club or the breed, 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 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 own defense and bring witnesses if he/she wishes.
SECTION 3. Board Hearing. The board or committee of at least 3 board members shall have complete authority to decide 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 or board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing or until the next annual meeting if that will occur after six months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. 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 or board committee’s recommendation. Immediately after the board or board committee has reached a decision, its finding shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the board's decision and penalty, if any.
SECTION 4. Expulsion. Expulsion of a member from the club may be accomplished only at the annual meeting of the club following a board hearing and upon the board's or board committee’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 on his/her own behalf if he/she wishes. The members shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the board's suspension shall stand.
ARTICLE VII
Amendments
SECTION 1. Amendments to the constitution and bylaws and revisions to the standard of the breed may be proposed by the board or by written petition addressed to the Recording Secretary signed by 20 percent of the regular members in good standing. Amendments proposed by such petition shall be promptly considered by the board and must be submitted to the regular members with recommendations of the board by the Recording[1] 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 or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs[a][2] by the Recording[1] Secretary to each regular member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated together with a blank envelope and a return envelope addressed to the Recording[1] Secretary marked “Ballot” and bearing the name of the regular member to whom it was sent. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Recording[1] Secretary. Notice with such ballot shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be returned to the Recording[1] Secretary to be counted. The Recording[1] Secretary shall check the returns against the list of regular members in good standing on the date of mailing prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. The favorable vote of 2/3 of the regular members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
SECTION 3. No amendment to the constitution and bylaws or the standard for the breed that is adopted by the club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.
ARTICLE VIII
Dissolution
SECTION 1. The club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the club, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the club nor any proceeds thereof nor any assets of the club shall be distributed to any members of the club, but after payment of the debts of the club its property and assets shall be given to a charitable organization for the benefit of dogs selected by the board.
ARTICLE IX
Order of Business
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 Recording Secretary
Report of Membership 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 Recording Secretary
Report of Membership Secretary
Report of Treasurer
Reports of committees
Unfinished business
New business
Adjournment
ARTICLE X
Reports
SECTION 1. Quarterly reports and a cumulative annual report shall be submitted to the board by the Recording Secretary, Membership Secretary, Treasurer, and each board director no later than 10 days after the end of the quarter.
SECTION 2. Records. A hard copy backup of the web site information shall be sent to the President quarterly.
ARTICLE XI
Local Chapters
SECTION 1. Local ISAA chapters are permissible as approved by the board and are required to operate within the rules, regulations, and requirements of the ISAA and The American Kennel Club.
ARTICLE XII
Parliamentary Authority
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.
[a] www.akc.org: Clubs and Delegates/Club Relations/Club Policies/Electronic Balloting for AKC Parent Clubs[2]
ISAA Adopted – August 1, 2005; AKC Approved – February 02, 2006
ISAA Revised – October 04, 2009; AKC Approved – October 20, 2009
ISAA Amendment 1 – November 20, 2012; AKC Approved – February 11, 2013
Modifications noted by an [1]
ISAA Amendment 2 – October 10, 2015; AKC Approved – December 9, 2015
Modifications noted by an [2]
ISAA Constitution and Bylaws
Appendix A
List of Founding Members
In accordance with Article I, Section 1.a) The first 50 members will be known as Founding Members
The following are considered as the Founding Members
1 Elisabet Stacy-Hurley
2 Lori Julius
3 Kara Hirsch
4 Kathy Engstrom
5 Christian Felisiano
6 Boyce (Spike) Williamson & Jacqueline Muoio
7 Evelyn Koubek
8 Andrea Bell & Chris Miller
9 Knox & Betty Rhine
10 Lisa Zordani
11 Marguerite & Robert Chisick|
12 John & Mary Cohagen
13 Gayle & Jesse Bontecou
14 Edward & Kathy Walsh
15 Lisa Allen
16 Jennifer Blank & Pat Dobson
17 Olina Agustdottir
18 Stephen & Colleen Peachey
19 John Neumann
20 James Hirsch
21 Anita Oppelaar
22 Anna Milkovich
23 Kate & Viggo Harboe
24 Niels Harboe
25 Barbara Duren
26 Philip Vittetoe
27 Judi Vittetoe
28 Helga Sveinsdottir
29 Brianne Sigurdsson Hood
30 Eva Patrick
31 Michael Noonan
32 Rosalie Mack
33 Frida Gudmondsdottir
34 Heather McGowan-Berrier
35 Weslie McKay
36 Ken & Tanya Schiling
37 Robert Knode & Kim Barron, DVM
38 Andrea & Steve Barber
39 Cheryl Kubart
40 Nancy Keene
41 James Hansen
42 Brenda Kurz
43 Monika Karlsdottir
44 Valerie Sharp
45 Ryan & Holly Vittetoe
46 Jill Fike & Norm Fox
47 Johanna Hardardottir
48 Ron & Bobbie Smith
49 Jenifer Brimmer
50 Warren & Nancy Sanders