GSDCC Inc. Constitution
The constitution of an incorporated body is a legal document that can usually only be changed by a specifically convened general meeting, or at the Annual General Meeting (AGM). The Board draws its authority from the club’s constitution and it forms the structure under which the club operates.
The GSDCC Inc Constitution outlines the clubs overall objectives. The constitution defines the authority that flows to and from the Committee and provides the club rules and obligations of the Board and its members. As a minimum, the constitution must be relevant to the club and reviewed at least every 5 years. Please find below the GSDCC Inc. Constitution.
ARTICLE 1: NAME
The name of the Club shall be "The German Shepherd Dog Club of Canada Inc.", hereinafter referred to as the G.S.D.C.C. Inc.
The area of operation shall be Canada.
ARTICLE 2: HEADQUARTERS
The headquarters shall be in such place as designated by the Board.
ARTICLE 3: OBJECTS
(a) Promote and improve the breeding of purebred German Shepherd Dogs and to advance by all legitimate means, the interest
and public image of the German Shepherd Dog breed.
(b) Support Branch Clubs, Member Clubs, Affiliated and/or Regional Clubs.
(c) Conduct Championship Shows, Obedience and Tracking Trials sanctioned by the Canadian Kennel Club.
(d) Publish literature in the interest of the German Shepherd Dog.
(e) Encourage and assist Branch Clubs, Member Clubs, Affiliated and/or Regional Clubs, in said Club's individual and respective
sponsorship of Boosters, Sanction Matches, Fun Matches, Picnics, Obedience and Tracking Trials, and any other worthy function
that benefits German Shepherd Dogs.
(f) Assist breeders, owners and the general public in furthering their knowledge and appreciation of the breed through education programs.
(g) Encourage members and breeders to accept that standard of the breed as approved by the Canadian Kennel Club as the only standard of
excellence by which the German Shepherd Dog shall be judged.
(h) Follow the Code of Ethics of the G.S.D.C.C. Inc.
ARTICLE 4: MEMBERSHIP
There shall be five classes of members as follows:
2. Life Members
3. Honourary Members
4. Junior Members
5. Associate Members
Members in good standing at the inception of this Constitution. Members must be the owner or co-owner of a registered German Shepherd Dog at the time of application to the G.S.D.C.C. Inc. and be sponsored by two G.S.D.C.C. Inc. members in good standing.
Under certain circumstances, the Board may consider a non-owner of a German Shepherd Dog for membership.
(b) LIFE MEMBERS
Life Members shall be those who have been proposed by any member in good standing, for some outstanding deed, or service to the breed, and who have been elected to life membership by unanimous vote of the Board. Life Members shall not be required to
pay membership fees, but shall have all the voting privileges of members.
(c) HONOURARY MEMBERS
Honourary Members shall be those who, having been proposed by any member in good standing, have been elected to the honourary membership by a majority of the Board members present at any Board meeting. Honourary members shall not be eligible to vote. Honourary members shall not be required to pay membership fees.
(d) JUNIOR MEMBERS
Junior Members are individuals under the age of 18. Said members shall enjoy all the privileges of the G.S.D.C.C. Inc. excluding voting rights and eligibility to serve as a Board Member.
(e) ASSOCIATE MEMBERS
Associate Members are persons who are ineligible for membership but desire to work in association with, and whose interests parallel those of the Club. Said members shall enjoy all privileges except voting and holding the position of officer or director.
(f) APPLICATION FOR MEMBERSHIP
The Membership Chairperson shall approve all memberships and report to the Board of Directors. Any memberships that the Membership Chairperson does not approve shall be directed to the Board of Directors. The Board of Directors may refuse any request for membership and provide the individual with a written explanation.
(g) TERMINATION OF MEMBERSHIP
Termination of membership may occur as a result of resignation, failure to renew, expulsion by the club, or as a result of deprivation, suspension, debarment, expulsion or termination of Canadian Kennel Club membership as imposed by The Canadian Kennel Club's Discipline Committee.
(h) MEMBERSHIP YEAR
The member ship year shall run from January 1st to December 31st. Any member joining the G.S.D.C.C. Inc. after September 1st of the current year will automatically be a member for the following year.
ARTICLE 5: FINANCES
(a) The G.S.D.C.C. Inc. shall not be conducted or operated for profit and no part of any profit, or remainder, or residue from dues, donations or other G.S.D.C.C. Inc. functions, shall inure to the benefit of any member or individual.
(b) Dues shall be paid annually as prescribed in the by-laws.
(c) The Treasurer shall cause to be kept a correct accounting record of the finances of the G.S.D.C.C. Inc.
(d) A bank account shall be maintained under the name of the G.S.D.C.C. Inc. Cheques drawn on such account must contain signatures of two of the following: President, Secretary, or Treasurer.
(e) The date of the closing of the financial books of the G.S.D.C.C. Inc. shall be December 31 of each calendar year. The books shall be audited by two members of the G.S.D.C.C. Inc. in good standing who shall be appointed by the Board, and announced at the Annual General Meeting. The final audited Financial Statement shall be available to each G.S.D.C.C. Inc. member at the Semi-Annual Meeting.
(f) No Branch Club or any member of the G.S.D.C.C. Inc., even though an officer or director, shall be entitled to incur any expense or obligation on behalf of the G.S.D.C.C. Inc. or in connection therewith, unless same shall have been previously sanctioned by the Board or at the Annual General Meeting, or unless the same shall be subsequently approved and confirmed by the Board or at a general meeting of the members, and this shall include any expense incurred in connection with convening or holding a Board Meeting or a General Meeting of the members.
(g) The finances earned by each Branch Club are managed by the individual Branch, but belong to the G.S.D.C.C. Inc. and must be
accounted for, and approved by the Board annually. In the event a Branch Club is dissolved, all assets must immediately revert to the G.S.D.C.C. Inc.'s bank account.
(h) Member Clubs to be financially independent.
(i) Affiliated and/or Regional Clubs to be financially independent.
ARTICLE 6: MEETINGS
(a) ANNUAL GENERAL MEETING.
The annual General Meeting of the members shall be held in such place and on such a date as the Board may determine.
(b) SPECIAL GENERAL MEETINGS.
A Special General Meeting may be held upon receipt by the Secretary of a written request for same. Such request must be signed by ten (10) members in good standing specifying valid reasons for conduct thereof, and accompanied by a refundable cash deposit.
(d) NOTICE OF MEETINGS.
Notice of any G.S.D.C.C. Inc. Meeting shall be given by mailing the same, postpaid to each member in good standing at least ten (10) days prior to the date of such meeting.
However, any irregularity in such Notice shall not invalidate the meeting or any of the business transacted thereat.
Twenty one (21) members in good standing shall constitute a Quorum for the transaction of business at any Annual General Meeting, at any Semi Annual Meeting, or at any Special General Meeting.
Voting by proxy shall not be permitted.
The agenda for all meetings of members shall be drawn up the President and/or Secretary of the G.S.D.C.C. Inc., and shall include a
report from the Treasurer as to the balance on hand in the bank as of the meeting date. The Agenda for the Semi Annual Meeting shall
include presentation of an audited financial statement for the fiscal year immediately preceding such meeting.
ARTICLE 7: BOARD OF THE G.S.D.C.C. Inc.
(a) The affairs of the G.S.D.C.C. Inc. shall be managed by a Board consisting of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, six Directors at large and six Regional Directors. The regional directors must reside in the region they represent.
There will be one Regional Director elected for each region across Canada; Western Region (British Columbia, Yukon), Mid West Region (Alberta, Northwest Territories, Nunavut) Central Region (Saskatchewan/Manitoba), Ontario Region, Quebec/Eastern Ontario Region, Eastern Region (Atlantic Provinces). The Directors at large will be nominated and elected from anywhere in Canada. The number of Directors elected to the Board may be increased to accommodate membership requirements.
(b) All Board Members shall hold office from the first day of the calendar year and shall continue to hold office until the end of the next calendar year (a two year term).
(c) The Board shall have complete and absolute control of all assets of the G.S.D.C.C. Inc. and shall have power and jurisdiction to deal with all matters pertaining to the G.S.D.C.C. Inc., including from time to time, the amendment and repeal of any by-laws of the G.S.D.C.C. Inc., but such enactment, amendment or repeal shall have force and effect only until the next General Meeting of the members, unless same is approved by such meeting.
(d) The Board shall at all times be governed by any resolutions carried at any General Meeting.
(e) Vacancies occurring on the Board, excluding the office of the President, 1st Vice President and 2nd Vice President, shall be filled as follows: Each of the candidates who were not elected to the Board will be written advising there is a vacancy on the Board and requesting him/her to provide a written response to the Secretary indicating his/her willingness or otherwise, to serve if elected by the Board. This response will be considered valid only if received within thirty (30) days form the date of the Secretary's letter. The Board will then appoint the replacement Board Member based on the premise that the candidate with the highest number of votes and who had indicated his/her willingness to serve on the board be the said replacement. In the event that none of the candidates are willing to act as a replacement, the Board shall have the power to elect a member in good standing of their choice. Persons so elected will serve only the remainder of the term.
ARTICLE 8: ELIGIBILITY
Any member in good standing is eligible for nomination with the exception of Honourary Members, Junior Members and Associate Members (as set out in Article 4), and also with the exception of Nominees for: President, 1st Vice President, and 2nd Vice President, each of the three nominees for these offices must have served at least one full term on the Board of the G.S.D.C.C. Inc.
ARTICLE 9: MEETINGS OF THE BOARD
(a) Any Board Member of the G.S.D.C.C. Inc. may call a meeting of the Board, but this shall be generally the prerogative of the President.
Notice of such meeting must be given to all Board Members, in any manner at least six (6) hours before the conduct of same.
(b) Board meetings may be held wherever and whenever they are required, but generally, they should be held once a month. Board business may be conducted by mail through the Secretary.
(c) Quorum: Four (4) Board members shall constitute a quorum for the transaction of business at any Board meeting.
ARTICLE: 10 DUTIES
The President shall be the Chief Executive of the G.S.D.C.C. Inc. and shall have the general powers and duties of supervision and management usually vested in the office of President of similar organizations. The President shall be ex-officio a member of all committees and will act as Chairperson of all G.S.D.C.C. Inc. meetings.
(b) 1st VICE PRESIDENT
If the President is absent, or is unable to act, his/her duties and powers may be exercised by the 1st Vice-President. If for any reason, the President vacates his/her office, the 1st Vice-President will automatically assume the position of President for the balance of the term.
(c) 2nd VICE PRESIDENT
The 2nd Vice-President shall act similarly to the 1st Vice-President. If for any reason, the 1st Vice-President vacates his/her office, the 2nd Vice-President will take the position of 1st Vice-President for the balance of the term.
All Directors will regularly attend all duly constituted meetings of the G.S.D.C.C. Inc. and shall have the duties normally vested in the office of Director of similar organizations.
(e) REGIONAL DIRECTORS
Regional Directors will act as representative liaison on behalf of their respective regions.
Regional Directors may attend Board Meetings of the G.S.D.C.C. Inc. and may vote.
The Secretary will cause to be kept a record of the proceedings of all meetings of the G.S.D.C.C. Inc. and shall carry out any other duties as the President and/or the Board may require, relative to the position of Secretary. The Secretary shall have full voting privileges at all
The Treasurer shall cause to be kept a correct accounting record of the finances of the G.S.D.C.C. Inc. and shall have the same voting privileges as outlined for the Secretary in the paragraph preceding.
ARTICLE 11: RESIGNATION
Any Board Member, or Club Member, may resign his/her office, or membership as the case may be, by: Sending such resignation in writing, to the Secretary of the G.S.D.C.C. Inc. by postpaid ordinary mail, or verbally tendering the same at a Board Meeting.
ARTICLE 12: COMMITTEES
(a) The Board may, from time to time, appoint such chairpersons and committees as it may deem expedient and fix the duties to be performed by such chairpersons and committees and their terms of appointment.
(b) The Board may terminate committees and their appointees, if it is deemed that the committee is no longer required.
ARTICLE 13: GENERAL
(a) At every meeting, both of the Board and of the Members, recognized parliamentary procedure shall be adopted for the conduct of the meeting. Printed authority to be determined from time to time by the Board.
(b) Any member may seek to have G.S.D.C.C. Inc. policy changed at the Annual General Meeting by sending the entire membership by mail a NOTICE OF MOTION, postmarked at least ten (10) days prior to the Annual General Meeting. This Motion shall then be placed on the agenda and if passed by vote of members and/or their authorized proxies, it shall then take effect. This providing such Motion does not contravene the existing Constitution.
ARTICLE 14: DISCIPLINE
(a) The Board shall have the power to reprimand any member of the G.S.D.C.C. Inc. whose conduct, in the opinion of the Board, is detrimental to the interests of the G.S.D.C.C. Inc.; in addition, the Board shall have the power to suspend the office and/or
membership of such member. The member so suspended by the Board shall have the right at the following Annual General Meeting to appeal such suspension before the members present.
(b) Should a suspended member apply for membership renewal while still under suspension, the Board will have the right to refuse such renewal.
(c) All complaints shall be presented to the Board, which if they deem necessary shall appoint a disciplinary committee to review the complaint and make recommendations to the Board.
(d) The Board will suspend any person deprived, suspended, debarred, expelled, or whose membership has been terminated by the Canadian Kennel Club's Discipline Committee.
ARTICLE 15: MEMBER/BRANCH/AFFILIATED/AND/OR REGIONAL CLUBS
The G.S.D.C.C. Inc. will accept any German Shepherd Dog Club in Canada as a MEMBER/BRANCH/AFFILIATED/AND/OR REGIONAL CLUB under the provisions as outlined in the by-laws of the G.S.D.C.C. Inc. and provided said candidate Club's constitution does not contravene that of the G.S.D.C.C. Inc.
ARTICLE 16: PROCEDURE TO AMEND CONSTITUTION
The Constitution may be altered/amended by conforming to the requirements as listed below:
(a) Introducing Notice of Intent, in writing, at any meeting of the Board or Members.
(b) Presenting the Motion in detail at the next General Meeting after compliance with (a) preceding.
(c) Mailing Motion, in detail, (complete with all changes that may have been recommended at the General Meeting) to the general membership.
(d) Legal and proper ballots to be included in mailing (referred to in (c) preceding) to all members in good standing.
(e) If the return of said ballots indicates that two-thirds vote of the members in good standing are in favour of said changes.
Voting must be by mail in ballot; proxies are not allowed.
ARTICLE 17: PROCEDURE TO AMEND BY-LAWS
The Board shall have the power to amend and/or repeal any of the by-laws of the G.S.D.C.C. Inc., but such enactment, amendment or repeal shall have force and effect only until the next General Meeting, unless the same is ratified by such Meeting.