Canadian Dog Judges Association - Constitution - Canadian Dog Judges Association

Canadian Dog Judges Association

Constitution and By-Laws

(Incorporated under the Canada Corporations Act)

BY-LAWS

a) educate Association members and aspiring conformation judges, to increase their knowledge, and otherwise advance and enhance judging at conformation dog shows wherever members may officiate; and

b) liaise with the C.K.C. and provide an advisory service with respect to all programs and policies pertaining to conformation dog judging; and

c) support conscientious and knowledgeable conformation dog judging in accordance with C.K.C. and other international breed standards to preserve the essence, purpose and critical characteristics of breeds as established in their country of origin, and perpetuated in various countries of development around the world; and to

The operations of the Association shall be carried on across Canada and outside Canada where permitted by the laws of the foreign jurisdiction.

The head office of the Association shall be in the City of Burlington, in the Province of Ontario, or such place as the Board may from time to time determine. The Recording Office shall be located at the Head Office of the Association.

Unless otherwise ordered by the Board of Directors, the financial year of the Association shall be from January 1 to and including December 31 of each year.

a) All contracts, documents, and written instruments, including cheques, executed on behalf of the Association shall be signed by two duly authorized officers or one duly authorized officer and a provincial director.

b) The directors may, by resolution, appoint one or more officer(s) of the Association to sign specific contracts, documents and instruments in writing;

The business of the Association shall be managed by a Board of Directors. The Board of Directors shall consist of the Officers and one elected representative from each regional study group. If there is no regional study group within a zone, then one elected representative from that zone may be included on the Board of Directors.

The applicants for incorporation shall be the first directors. Their term of office on the Board of Directors shall continue until their successors are elected.

Directors shall hold office for a two (2) year term from the first day of the year for which they are elected. Directors shall continue to hold office until such time as their successors are elected.

The Board of Directors shall have all the powers necessary to manage the Association except those that may be specifically excluded by law. Each Director shall have one vote.

a) Meetings of the Board of Directors may be held at any time, and any place, as called by the President (Chair of the Board) or a minimum of six Directors who shall be comprised of a minimum of three elected officers and three regional directors.

b) Notice of each meeting shall be given to each Director a minimum of fourteen (14) days before such meeting if sent by mail and permitted by law, or by electronic means such as Internet communication or facsimile.

c) Meeting participation shall be by electronic, telephone, Internet or other means as agreed in advance by all Board members and as permitted by law. Such means must permit each director equal access; provide for procedures for establishing quorum and recording votes, and establish how security issues will be handled. If the Board is not able to agree upon the method of notice, or the means by which the meeting will be held, then notice and voting shall occur by mail ballot as permitted by law. Notice of mail ballot meetings shall be issued no later than 30 days prior to the meeting. Mail voting is only acceptable if a detailed ballot is used to replace a Director at a meeting, and if the by-laws provide for:

2) documentation or background material is available in advance, and

3) the mail ballot is not used to replace an absentee Director for quorum purposes.

d) No error or omission in giving notice of any meeting of the Board of Directors, or any adjourned meeting of the Board, shall invalidate such meeting. Any director may, at any time, waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

f) A quorum shall consist of 6 Directors, 3 of which must be elected and 3 of which are appointed Regional Directors. Or, in the case of mail ballot permitted by law, a majority of votes of two thirds of the returned votes.

g) The decisions of the Board shall be recorded in the minutes by the recording Secretary. Upon approval of the minutes by the Board, and as soon as practically possible, the approved minutes shall be available to the members on request.

Directors and Officers shall not receive remuneration for their services to the Association. Directors and Officers shall be reimbursed for their reasonable and necessary expenses.

a) The directors of the Association shall administer the affairs of the Association and may cause to be made for the Association, any lawful contract.

b) The directors shall have power to authorize expenditures on behalf of the Association from time to time. They may delegate by resolution to an officer(s) of the Association the right to employ and pay contracted persons for specified work.

c) The board of directors shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, bequests, grants, settlements, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Association.

d) if , by a mail ballot of members permitted by law, a resolution is passed by a majority of three quarters (3/4) of the members entitled to vote; or

e) if the member's CKC membership is suspended or terminated during the member's tenure as a Director.

If any vacancy shall occur for any reason set out in this paragraph, the Board of Directors, by majority vote, may by appointment, fill the vacancy with a member of the Association.

A Director(s) shall be removable for any reason by the voting membership except if:

The officers of the Association shall be the President (Chair of the Board), Past-President (Past-Chair), Vice-President (Administration), Vice-President (Programs), Secretary, and Treasurer and any such other officers as the board of directors may by by-law determine. An officer may hold only one office at any time.

a) With the exception of the founding Directors, no person shall be eligible to be appointed as an officer of the Association unless such person:

b) The Officers shall be elected by a mail ballot (as permitted by law) of the members and conducted every two years.

c) The officers shall hold office for two years from the date of appointment or election or until their successors are elected or appointed in their stead.

The President shall be the Chair of the Board of the Association. The President shall:

4) cosign all cheques or delegate responsibility to the Vice-President (Administration) or a designated regional director;

5) see that all orders and resolutions of the Board of Directors are carried out.

The Past President (Past Chair) shall have such duties and powers as may from time to time be designated by the Board and shall act as an advisor to the President.

The Vice-President (Administration) shall, in the absence or disability of the President:

The Vice-President (Administration) may cosign cheques. If neither the President or Vice-President (Administration) are present at a meeting of the Board, the members of the Board shall choose one of their number to be chairperson.

The Vice-President (Programs) shall have such duties and powers as may from time to time be designated by the Board and shall oversee any and all programs.

4) have custody of all records, and documents of the Association except those required to be kept by the Treasurer;

If the Secretary is absent, the Board shall choose one of their number to act as Secretary.

2) have custody of the funds and securities of the Association and deposit all monies, securities and other valuables to the credit of the Association in such chartered bank or trust company designated by the Board;

3) disburse the funds of the Association as may be directed and taking proper vouchers for such disbursements;

5) cosign cheques, with the President, Vice-President (Administration), or a designated regional director;

a) Each officer shall be elected by majority ballot of the general members for a period of two years. Each officer's term shall begin on January 1st of each year following the election. Each officer shall retire from office on December 31st after completion of a two year term and when a successor is named. If no successor is named, the person previously elected or appointed shall continue to hold office.

b) The Officer nomination process shall be established, in writing, by the Board.

a) The members may, by majority vote of mail ballots received and as permitted by law, remove an officer before the expiration of the officer's term of office, and may elect a successor to complete the term

b) The Board may, by a two thirds majority of mail ballots received and as permitted by law, remove any officer before the expiration of that officer's term, and may appoint any person for the remainder of the term.

Officer meetings shall form part of Board Meetings. All procedures for calling officer meetings, and for establishing a quorum, shall be the same as those set out for Board Meetings.

a) The President (Chair of the Board), shall have the authority to appoint, in addition to the Officers and Board members, any member of the Association to act as Chair of the Association's committees. Such committees may include Audit, Discipline, or Appeal Committees. The tenure of any Committee appointment shall be at the will of the Chair of the Board. No remuneration will be paid to any Board or Committee member other than the reimbursement of pre-approved expenses.

b) The President (Chair of the Board), shall have the authority to appoint an ombudsman or mediator to assist members to prevent or resolve conflicts involving members.

c) The duties of each Committee shall be those delegated to it by the Board. The actions of any Committee shall be subject to the approval of the Board.

Under no circumstances shall the Board, or its Directors, entertain discussions, intervene, give direction to, attempt to influence or interfere in any way, at any time, with any member of the Association's Discipline Committee, the Appeal Committee, the Ombudsperson, or staff, regarding any matter before either committee or the Ombudsperson.

An application for membership shall be made in writing and be accompanied by such application, fees and proof of eligibility criteria as the Board may prescribe from time to time.

Membership shall be limited to persons interested in furthering the Association's objects.

1) is licensed or recognized, by the C.K.C., to judge conformation dog shows at C.K.C. sanctioned events; and

2) has not been suspended or expelled from the membership of the C.K.C. or any association with objects similar to the C.K.C. and the Association; and

3) is a resident of Canada; or if a non-resident of Canada, is a member, in good standing, of a foreign registry body recognized by the C.K.C.; and

4) submits a fully completed and signed application in the form and with the prescribed fee as determined by the Board; and

b) Voting Life Member - a person who has made an outstanding contribution to either the Association and or the sport of conformation dog judging during the preceding ten years . To qualify, the person must be:

c) Non-Voting Honorary Member - a person who has made an outstanding contribution to either the Association, or the sport of conformation dog judging, or both, during the preceding ten years. To qualify, the person must:

a) Membership shall be based on the fiscal year. Regular membership fees shall be as prescribed by the Board. Membership fees shall be paid on or before January 1st of each year or as directed by the Board.

b) No membership fees or dues shall be established for voting life members or for non-voting honorary members.

4) be limited in their financial liability to the creditors of the Association to the amount owing for membership dues or fees.

1) receive notice of, and to vote, at all mail or general annual meetings of members of the Association; and

2) be entitled to attend or observe Board of Director meetings except where such attendance will disrupt electronic communication that may be used by the Board from time to time.

1) receive the CJDA Newsletter. Members who, on the membership application, self identify as residing at one "household", shall receive one newsletter at the address given on the application form.

2) a reduced membership fee, in an amount and formula determined by the Board, if members self identify as residing at the same "household" on the membership application form.

1) is deprived, suspended or debarred of the privileges of membership by the C.K.C. or any other registry body such as the American Kennel Club or the FCI, or any association with similar objects;

2) is in default in the payment of application or membership dues, fees or penalties levied under these by-laws for two months;

3) is indebted to the Association or is in default in the payment of application or membership dues, to the Association for two months;

6) acts or performs in a manner which may be deemed as contrary to the objects of the Association and is not in the best interests of the Association; or

b) A member may be suspended or expelled for any of the above reasons. The suspension or expulsion process shall be as established, in writing, by the Board.

c) A member's suspension shall be equal in time to the duration of the deprivation, suspension, or debarrment imposed by the C.K.C. or other registry body. The duration of all other suspensions shall be as established by the Board;

d) A member who is suspended or expelled shall not have any right to vote nor shall the person hold office or position in the Association during the period of the suspension or upon expulsion. While suspended, a member shall continue to be bound by the duties and obligations of membership.

e) A suspended member may be reinstated upon a vote of the Board. An expelled member shall not be reinstated or accepted to membership or office.

Members shall provide the Association with their current and correct mailing address, telephone number, e-mail address and C.K.C. membership number at the time of application plus any subsequent change of address, telephone number or change in C.K.C. membership status.

a) A member may withdraw from the Association at any time by delivering to the Association's Secretary a written resignation. A member's withdrawal shall be deemed effective on the date it is submitted to the Secretary unless the member is the subject of a formal complaint. If so, the withdrawal shall be deemed effective after the conclusion of the disposition of the complaint. If a member withdraws from the Association, the member shall:

1) forthwith return all property, including money, of the Association to the Treasurer or such other member as designated by the Board; and

2) from the effective date forward, have no claim upon any of the Association property; nor shall the person be entitled to any of the privileges normally accorded to a member.

A member may be required to resign by a vote of three-quarters (3/4) of the members present at an annual general meeting or in the case of a mail ballot, as permitted by law, three-quarters (3/4) of ballots received.

a) The annual general meeting of the Association shall be held in Canada at such date, time and place as the Board of Directors may determine.

b) The business to be conducted at the annual general meeting of the Association shall be to: receive reports, including auditor reports; appoint auditors; elect officers, if required; and transact such other business, special or general, as may be properly brought before the meeting.

c) The members shall be entitled to receive written notice of the date, time, place and business to be conducted at the annual general meeting. Notice of special business must contain enough information to allow a member to make a reasoned decision. The notice shall be issued to the general members no less than forty five (45) days prior to the annual general meeting. The Board of Directors shall call a special meeting on requisition of five per cent (5%) of the general membership.

a) The Board of Directors, the President (Chair of the Board), or the Vice-President (Administration) shall have the power to give notice, at any time, of a mail ballot, as permitted by law, of the general members.

b) Written notice of the General Ballot shall be issued to all members by mail (as permitted by law), not less than 30 days prior to the final acceptance date for the general mail ballot. The notice and material enclosed therewith shall state the:

The general mail ballot (as permitted by law) and materials shall include the ballot; and an envelope to return the ballot.

A quorum at a general meeting shall consist of a minimum of ten per cent (10%) of the general membership, which must include the required quorum for a Board meeting. If a mail ballot is held, as permitted by law, the result shall require a majority vote of the ballots received.

a) A Regular or Life member must be in good standing to be entitled to vote. Each regular or life member in good standing shall have one vote.

b) At General Meetings the Chair will only vote to break a tie. In the case of a tie vote by mail ballot, the chairperson may cast a deciding, or second vote, in addition to the vote to which the chairperson is entitled as a member.

All Association notices and other communications shall be deemed to be delivered, received and properly served within seven (7) business days of prepaid posting by regular mail to the address on record with the Association or by personal delivery. If a mail strike occurs between the date of posting and the date of service, then such notice shall be effective within seven (7) business days after the conclusion of the strike or if personally delivered. Where E-mail addresses are provided by a member, individual or batch distribution by the Secretary to those addresses will be considered as proper delivery.

The accidental omission of any notice to any member, officer or auditor or the non-receipt of any notice by any member, officer or auditor or not effecting the substance of the notice shall not invalidate any action taken at any meeting relating to the notice. The address for notification shall be the last address recorded in the books of the Association.

12.1 Members may form regional study groups within defined geographic areas. The Board will approve those groups meeting the prescribed criteria.

12.2 Members of the regional study groups can be members of the Association and those individuals not yet approved to judge by the C.K.C. The Board shall establish procedures for regional study group creation, recognition, and disbandment.

12.3 A Regional study group shall elect, from its members, one representative. The elected representative shall be a Director of the Board entitled to participate at, and vote, at Board of Director meetings.

12.4 A Regional study group may elect officers, and maintain its own operations and funds, providing the Regional study group reports its activities, in writing, on an annual basis, to the Board.

12.5 Regional study groups may hold regular meetings, open to all aspiring judges and members of the Association. Regional study group members shall have the exclusive right to vote on Regional business.

The members shall appoint an auditor at each annual general meeting. The auditor shall audit the accounts of the Association for report to the members at the annual general meeting. The Auditor shall not be a director, officer, or employee of the Association unless all of the members present consent to the appointment.

The Board may appoint legal counsel for the Association and authorize remuneration for professional services rendered.

The Board may, from time to time, by resolution, establish, amend, vary and abolish such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as it deems expedient. Such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association, when they shall be confirmed, and failing such confirmation at such annual meeting of the members, shall at and from that time on, cease to have any force and effect.

These by-laws may be amended, altered or repealed by a by-law enacted by a majority of the directors at a meeting of the Board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members responding to a duly called mail ballot, as permitted by law, at a meeting or general meeting. The repeal of such by-laws shall not be enforced or acted upon until the Ministry of Industry grants its approval.

The Association shall have the power to accept donations, gifts, legacies, sponsors and bequests.

The Association may be dissolved by a mail ballot, as permitted by law, of the general members or at an annual general meeting by three quarters (3/4) majority of ballots received. On dissolution, any assets of the Association shall be liquidated and all Association debts shall be paid forthwith. Any remaining Association equity shall be donated to a legal entity designated by the members. If the members no not make such a designation or do not agree upon a designation, the remaining equity shall be donated to the Canadian Kennel Club or such body as may be established under the Animal Pedigree Act, or by law, to fulfill the objects of the Canadian Kennel Club.