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

1. INTERPRETATION

1.1 Definitions

In these by-laws, unless the context otherwise requires:

a) "Act" means the Canada Business Corporations Act;

b) "Association" means the "Canadian Dog Judges Association";

c) "Board" means the Directors and Officers of the Association;

d) "C.K.C." means the Canadian Kennel Club;

2. NAME

The name of the Corporation shall be the "Canadian Dog Judges Association".

3. OBJECTS

The objects of the Association shall be to operate, on a non-profit basis to:

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

b) liase 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

d) carry on such other business as is ancillary to the main objectives.

4. OPERATIONS

The operations of the Association shall be carried on across Canada.

5. TRANSACTION OF THE AFFAIRS OF THE ASSOCIATION

5.1 Head Office

The head office of the Association shall be the City of Toronto, 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.

5.2 Financial Year

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.

5.3 Corporate Seal

* a) The President, or the President's delegate, shall have custody of the seal.

5.4 Execution of Instruments

* 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;

5.5 Board of Directors

The business of the Association shall be managed by a Board of Directors consisting of the Officers and one elected representative from each regional study group; or, if there is no regional study group within a zone, then if deemed necessary one elected representative from that zone.

*5.6 Director Appointment

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.

*5.7 Director Election

Directors shall hold office 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.

*5.8 Director Powers and Rights

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

*5.9 Board of Director Meetings

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

b) Notice of each meeting shall be given to each Director.

c) Notice and participation shall be by such electronic, telephone, Internet or other means as agreed by a minimum of a three quarter majority of the Board providing that such means permits each director to communicate with the others during the meeting. 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. Notice of mail ballot meetings shall be issued no later than 30 days prior to the meeting.

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.

* e) Each director is authorized to exercise one vote.

* f) A quorum shall consist of 6 Directors, 3 of which must be elected and 3 appointed Regional Directors or, in the case of mail ballot, 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, as soon as practically possible, the approved minutes shall be available to the members on request.

*5.11 Director & Officer Remuneration

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.

*5.12 Powers of Directors

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 and 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.

5.13 Automatic Removal of Directors

A Director shall automatically be removed from the Board:

a) upon the effective date of a Director's resignation notice; or

b) if found by a court to be of unsound mind; or

c) if the director becomes bankrupt; or

d) if, by a mail ballot of members, a resolution is passed by a majority of three quarters

(3/4) of the members entitled to vote; or

e) if CKC membership is suspended or terminated during his/her 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.

*5.14 Director Removal

Directors shall be removable for any reason by the voting membership except:

a) where they are elected every two years by the voting members, or

b) where the voting members and the directors are the same persons.

6. OFFICERS

6.1 Number of Officers

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.

*6.2 Appointment of Officers

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:

1) is a resident of Canada; and

2) is a member in good standing with the C.K.C.

3) is a member in good standing of the CDJA

* b) The Officers shall be elected by a mail ballot of the members 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.

*6.3. Powers of Officers

a) President

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

1) supervise the other officers in the execution of their duties;

2) chair any meeting of the Board or the general membership;

3) be an ex-officio member of all committees;

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.

b) Past President

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 advisor to the President.

c) Vice-President (Administration)

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

1) perform the duties and exercise the powers of the President.

2) have such duties and powers as may be designated by the Board;

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.

d) Vice-President (Programs)

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.

e) Secretary

The Secretary shall:

1) conduct the correspondence of the Association;

2) issue notices of meetings of the Association and directors;

3) keep minutes of all meetings of the Association and directors;

4) have custody of all records, and documents of the Association except those

required to be kept by the Treasurer;

5) maintain the register of members;

6) attend all meetings and prepare the minutes of the meetings; and

7) record all votes of all proceedings;

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

h) Treasurer

The Treasurer shall:

1 keep the financial records, including accounts, to comply with the Act;

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;

4) render financial statements to the Board, members and others;

5) cosign cheques, with the President, Vice-President (Administration), or a

designated regional director;

6) perform such other duties as directed by the Board.

6.4 Officer Election and Term of Office

a) Each officer shall be elected by mail ballot of the general members for a period of two years. Each officer's term shall begin on January 1st of each year following election. Each officer shall retire from office on December 31st after completion of a two year term 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.

*6.5 Removal of an Officer

a) The members may, by majority vote of mail ballots received, 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, remove any officer before the expiration of that officer's term, and may appoint any person for the remainder of the term.

*6.6 Meetings and Quorum for Officers:

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

7. COMMITTEES

*7.1 Committee Members

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 or an Ombudsperson as required. The tenure of any Committee appointment shall be at the will of the Chair of the Board.

b) 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.

8. NON INVOLVEMENT BY 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 CKC Discipline Committee, the Appeal Committee, the Ombudsperson, or their staff, regarding any matter before either committee or the Ombudsperson.

9. MEMBERSHIP CONDITIONS

9.1 Application

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.

9.2 Admission

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

9.3 There shall be four categories of membership in the Association:*

a) Voting Member - a person who:

i) is licensed or recognized by the CKC to judge conformation dog shows at CKC sanctioned events; and

ii) has not been suspended or expelled from the membership of the CKC or an association with objects similar to the CKC and the Association; and

iii) 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 CKC; and

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

v) is approved as a member by the Board.

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:

i) nominated by a general member or the Board; and

ii) accepted as a life member by a majority vote of the general members.

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 be:

i) nominated by a general member or the Board; and

ii) be accepted as an honorary member by a majority of the general members.

d) Emeritus Member - a person who has retired from judging after at least 20 years and who was a member of CDJA at the time of retirement. This is a non-voting membership. To qualify, the person must be:

i) nominated by a general member or the Board; and

ii) accepted as an Emeritus Member by a majority of the general members. .

9.4 Membership Year and Fees

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 lst of each year or as directed by the Board.

b) Membership fees paid after October 1st of each year may be based on a prorated amount in proportion to the remainder of the calendar year.

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

9.5 Rights and Responsibilities of Members

a) All members shall:

i) uphold the Constitution and by-laws of the Association;

ii) uphold the By-laws, rules or regulations of the C.K.C;

iii) pay the annual membership fees prescribed for their class of membership;

iv) be limited in their financial liability to the creditors of the Association to the

amount owing for membership dues or fees.

b) All Voting members shall:

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

ii) 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.

c) All members shall:

i) be entitled to 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.

ii) be entitled to 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.

9.6 Member Suspension or Expulsion:

a) No person shall remain in good standing in the Association, if that person:

i) 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;

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

iii) is indebted to the Association for two months;

iv) fails to return Association property within two months;

v) is convicted of cruelty to animals;

vi) 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;

vii) fails to comply with these by-laws or a direction of the Board.

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.

9.8 Member Address and Telephone Number

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.

*9.9 Member Withdrawal

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:

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

ii) 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.

b) No refund of membership fee shall be provided upon cessation of membership.

9.10 Member Resignation

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, � of ballots received.

10. MEETINGS OF MEMBERS

10.1 Annual General Meeting

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, 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. The notice shall be issued to the general members no less than 45 days prior to the annual general meeting.

10.2 General Mail Ballot

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 of the general members.

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

1) the question with all relevant information needed to make a decision;

2) the procedure to vote and mark the ballot;

3) the procedure to return the ballot to be counted; and

4) the date for final acceptance of ballots.

The general mail ballot materials shall include:

a) the ballot; and

b) an envelope to return the ballot.

10.3 Quorum

* A quorum at a general meeting shall consist of those persons present, which must include the required quorum for a Board meeting. If a mail ballot is held, the result shall require a majority vote of the ballots received.

10.4 Voting at General Meetings or by Mail Ballot

* 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.

10.5 Chairperson of General or Special Meetings

The President shall be chairperson of any general meeting of the members.

11. NOTICES

11.1 Delivery of Notices

All Association notices and other communications shall be deemed to be delivered, received and properly served within seven 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 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.

11.2 Omissions and Errors

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. REGIONAL STUDY GROUPS

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.

13. AUDITOR

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 two-thirds (2/3) of the members present consent to the appointment.

14. LEGAL COUNSEL

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

15. RULES AND REGULATIONS

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.

*16. AMENDMENT OF BY-LAWS

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 of the members responding to a duly called mail ballot meeting or general meeting. The repeal of such by-laws shall not be enforced or acted upon until it receives the approval of the Ministry of Industry.

17. GIFTS

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

18. DISSOLUTION

The Association may be dissolved by mail ballot of the general members or at an annual general meeting (3/4 majority of ballots received). Any assets of the Association shall be liquidated and all debts shall be paid forthwith. Any remaining Association equity shall be donated to a charity designated by the members. If the members do not designate a charity, any remaining Association equity shall be donated to a charity whose objects include conducting research to benefit purebred dogs.

DATED this 2^nd day of November, 2002

� 2001 - 2004 The Canadian Dog Judges Association