These By-laws are to generally provide for the conduct of the business and affairs of The Bouvier des Flandres Club of Canada, Inc. (hereinafter referred to as the “BdFCC”)
BE IT ENACTED as a by-law of the BdFCC as follows:
Section 1 - General
Section 2 - Membership - Matters requiring Special Resolution
Section 3 - Membership Dues, Termination and Discipline
Section 4 - Meeting of Members
Section 5 - Directors
Section 6 - Meeting of Directors
Section 7 - Officers
Section 8 - Notices
Section 9 - Effective Date

1.01 Power

In the case of any dispute or matter concerning membership or BdFCC business, the By-laws and the official records of the BdFCC shall be final and conclusive evidence of the commencement or termination date of membership and the right to use or benefit from the BdFCC’s services and privileges.

1.02. Definitions

As used in this By-Law the following expressions shall have the following meanings:
a) “Annual meeting” means the Annual meeting of the members of the BdFCC and “Club Meeting” shall mean the annual general meeting of the members or a General meeting of the Club, as the case may be;

b) “Board” means the Board of Directors of the BdFCC and director means a member of the board;

c) “Club” means the BdFCC;

d) “Member” means any person who is a member in good standing with the BdFCC and conforms to the code of ethics and objectives.

e) “Member in Good Standing” means the member is not suspended by the BdFCC or the CKC and have paid all current dues.

1.03. Interpretation

In this By-Law, and in all other policies of the BdFCC hereafter passed:

a) Words importing the singular gender shall include the plural gender and vice versa, unless the context otherwise requires;

b) Words importing the masculine gender shall include the feminine gender and vice versa, unless the context otherwise requires;

c) Persons shall include firms, corporations and unincorporated associations.

1.04. Corporate Seal

The BdFCC may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the BdFCC shall be the custodian of the corporate seal.

1.05. Execution of Documents

Contracts, documents or an instruments in writing requiring the signature of the BdFCC shall be signed by two (2) of the executive members including the President, Vice-President, Secretary or Treasurer. The Board shall have the power, from time to time to appoint an officer or officers of the BdFCC either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. The seal of the BdFCC when required must be affixed to contracts, documents and instruments in writing as aforesaid or by any officer or officers appointed by resolution of the board of the BdFCC.

1.06. Year End

The club’s official year shall begin on the first (1st) of January and end on the thirty-first (31st) of December. Each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.

1.07. Banking Arrangements

The banking business of the BdFCC shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada as the executive may designate, appoint or authorize from time to time. The banking business or any part of it shall be transacted by any of the officers authorized to sign banking documents, namely the President, Secretary and Treasurer.

2.01. Membership Conditions

Subject to the articles, there shall be one class of members in the BdFCC. Membership in the BdFCCC shall be available to any persons from eighteen (18) years of age, who are in good standing with the CKC or follows the rules and regulations of such governing registry body and who subscribes to purposes, objectives and code of ethics of the BdFCC.

A member shall be provided with information and receive all privileges provided by the BdFCC and, when in good standing, shall be entitled to receive notice of, attend and vote at BdFCC meetings, and hold office if elected.

2.02. Notice of Meeting of Members

Whenever any notice is required to be given to a member, director or officer, such notice, unless otherwise provided by this By-Law, may be given orally, telephoned, delivered personally, electronically communicated or inserted in any publication circulated to such member, during a period of 21 to 35 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the BdFCC to change the manner of giving notice to members entitled to vote at a meeting of members.

3.01. Membership Dues

Dues for the fiscal year shall be set by the Board of Directors. Members shall be notified in writing by email by December 1 each year of the membership dues payable by them and if the dues are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the BdFCC. Dues shall be payable on or before the first day of January. If a new member applies after the first day of September, the membership dues will apply for the following year.

3.02. Termination of Membership

A membership in the BdFCC is terminated when:

a) the member dies

b) resignation – any member in good standing may resign from the BdFCC upon written notice to the Secretary; but no member may resign while in debt to the BdFCC. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.

c) lapsing – a membership will be considered as lapsed and automatically terminated if a member’s dues remain unpaid

d) expulsion – a membership may be terminated by expulsion as provided in Section 3.03 of these By-Laws.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the BdFCC, automatically cease to exist.

3.03. Discipline of Members

The board shall have authority to suspend or expel any member from the BdFCC for any one or more of the following grounds:

a) violating any provision of the articles, by-laws, or written policies of the BdFCC;

b) carrying out an conduct which may be detrimental to the BdFCC as determined by the board in its sole discretion;

c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the BdFCC.

In the event that the board determines that a member should be expelled or suspended from membership in the BdFCC, the president, or such other officer as may be designated by the board shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or other such officer as may be designated by the board, n response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the BdFCC. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The boards decision shall be final and binding on the member, without further right of appeal.

4.01. Persons Entitled to be Present

The only person entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors of the BdFCC and such other person who are entitled or required under any provision of the Act, articles or by-laws of the BdFCC to be present at the meeting. Any other person may be admitted only on the invitation of the leader of the meeting or by resolution of the members.

4.02. Chair of the Meeting

In the event that the President of the BdFCC is absent for the meeting, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

4.03. Quorum

Ten percent (10%) of members entitled to vote at any meeting, (excluding Board Meetings) shall constitute a quorum.

4.04. Votes to Govern

At any meeting of members every question shall be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting shall not exercise a vote except to break a tie.

5.01. Elections & Term

All positions within the BdFCC are for two years in length. Any regular member in good standing maybe eligible for nomination for any office, subject to the provisions contained in these By-laws. No person may be a candidate in a club election who has not been nominated in accordance with these By-laws, or in any manner other than as provided below:

Nomination ballots are to be emailed by the secretary to every member in good standing by the first (1st) day of August on odd years. All nominees will be contacted and the acceptance to stand for election will be returned by email. No person shall be a candidate for more than one position. Nomination ballots will be due back the first (1st) day of October and a list of nominated persons is to be communicated by email to all members in good standing.

Election ballots of standing parties will be emailed by the secretary to every member in good standing by the fifteenth (15th) day of November. The listing of all nominees for each position will be in alphabetical order, with the names of the provinces in which they reside. Biographical information on each candidate shall accompany the ballot and include such information as residence background as submitted by the nominee. Each member will cast their ballot on the club website secure location with the results being communicated to the Secretary and a member at large for compilation.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected. In the event no nominations were received for any office, it shall be declared vacant as of December 31. The newly elected Board may then appoint a member entitled to vote to fill the vacancy(s). If only one person is nominated for a position, he/she shall be elected by acclamation. If no one is nominated or runs for a position, the position shall be held by the former member in that position.

6.01. Calling of Meetings

The first meeting of the Board shall be held immediately following the election. Meetings of the Board shall be held at such dates, times and places are designated by the board, or may be called by the President. Quorum for the Board meeting shall be a majority of the Board voting in person, by mail, fax, electronic mail or telephone.

6.02. Notice of Meeting

The notice of each meeting (time and place) to be held shall be given in the manner provided in Section 8.01 of this by-law to each member of the BdFCC board at least fourteen (14) days prior to the time when the meeting is to be held.

6.03. Votes to Govern

At all meetings of the BdFCC and the Board, unless otherwise herein provided, a majority vote shall prevail. The chairperson of any general meeting shall not vote except in the case of a tie in which case he/she shall have the casting vote.

6.04. Committees

The Board may appoint standing or special committees, as it may be deemed desirable, to advance the work of the BdFCC. Such committees shall always be subject to the final authority of the Board and chairperson shall be appointed annually. Special committees may be also appointed by the Board to aid it on particular projects.

7.01. Description of Offices

The individual Officers and Directors of the BdFCC shall have such further duties and powers as may be delegated to them by the Board providing the said duties and powers are not contrary to the provision of the Constitution and By-Laws of the BdFCC. The general duties include:

a) President – the President shall preside as Chairperson at all meetings of the BdFCC and the Board. He/she shall ensure that all meetings run smoothly and are conducted in a mannerly fashion. He/she has the power to call special meetings of the Board. No member may call a meeting of the BdFCC without the consent of the President or his/her designate. The President shall be a member of all committees designated by the Board. Subject to the direction of the Board, the President shall manage the operations of the Club, sign such documents as may require his/her signature in accordance with the By-Laws of the BdFCC or otherwise perform such other duties as may be assigned by the Board, and regularly report to the Board on all phases of management and operations of the club.

b) Vice-President – the Vice-President shall have the duties and exercise the powers of the President in the event of the President’s absence, incapacity or death. He/she shall perform such duties as may be assigned to him by the President or the Board.

c) Secretary – he/she shall keep a record of all meetings, a record of attendance at every meeting of the BdFCC and the Board of Directors. Also a record of all votes taken by email; notify members of meetings, notify new members of their election to membership, and notify officers and Directors of their election office. He/she shall be in charge of all correspondence of the BdFCC, and any other duties assigned by the Board and these By-Laws. No petty cash will be kept but will submit receipts for expense to the Treasurer for reimbursement. He/she shall be custodian of the seal of the BdFCC.

d) Treasurer – the Treasurer shall collect and receive all monies due or belonging to the BdFCC and shall deposit the same in the bank account designated by the Board in the name of the BdFCC. He/she shall pay out of the funds on hand all debts of the BdFCC by means of cheques counter-signed by the President, Secretary or Treasurer. He/she shall keep a monthly tally sheet and report to the BdFCC at all meetings all receipts and expenditures for that month. As well, he/she will keep a complete membership list, with addresses. He/she shall prepare a year-end financial statement for the annual meeting

e) Directors – regional directors from the five (5) regions including British Columbia, the Prairie Provinces (Alberta, Saskatchewan and Manitoba), Ontario, Quebec and the Atlantic Provinces. Each person must live in the area in which they represent. If nomination and election do not fill a regional director position, the Board will appoint person(s) for that position. The Directors will oversee the proceedings of the BdFCC and that the entire club is functioning in a productive manner.

7.02. Vacancy in Office

Any vacancy occurring on the Board or among the officers shall be filled for the unexpired term by a majority vote of the remaining Board members’ except for the vacancy of President which shall automatically be filled by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by a majority vote of the Board. Any officer who is suspended, deprived, debarred, expelled or terminated from the privileges of membership of the BdFCC or the CKC is required to resign the office held forthwith and, failing such resignation, the Board may vote the office vacant by majority vote.

Should any Director take up residence in any province other than the province or aggregation of provinces he/she was elected to represent, the Board may declare vacant the office held by such director and may appoint a member entitled to vote to fill the vacancy.

8.01. Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than the notice of a meeting of members or a meeting of the board of directors, such notice, unless otherwise provided by this By-Law, may be given orally, telephoned, delivered personally, electronically communicated or inserted in any publication circulated to such member, during a period of 21 to 35 days before the day on which the meeting is to be held.

If such notice is mailed, the same will be given if deposited in a post office or public letter box in a postage paid envelope addressed to the member at such person’s last address as recorded in the books of the Club.

8.02. Omissions and Errors

The accidental omission to give notice to any member, of the non-receipt of notice, or any error in a notice not affecting the substance thereof, shall not invalidate action taken at a meeting held pursuant to such notice or otherwise founded thereon.

9.01. Effective Date

Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board.

Certified to be By-law No.1 of the BdFCC, as enacted by the directors of the BdFCC by resolution on the 23rd day of August, 2014 and confirmed by the members of the BdFCC by special resolution on the 19th day of October, 2014.

Dated as of the 19th day of October, 2014.

Kathleen Bayfield-Pollock, Treasurer.

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