RRSSC Constitution & Bylaws
For your easy reference, the below list is a hyperlinked Table of Contents.
ARTICLE I, Name and Objectives
ARTICLE I, Membership
ARTICLE II, Meetings and Voting
ARTICLE III, Directors and Officers
ARTICLE IV, The Club’s Fiscal Year, Annual Meeting, Elections, Official Year
ARTICLE V, Committees
ARTICLE VI, Discipline
ARTICLE VII Amendments
ARTICLE VIII Dissolution
ARTICLE IX Order of Business
ARTICLE X Parliamentary Authority
These Bylaws are subject to and governed by the State of Texas laws [Business Organizations Code - Title 2: Corporations - Chapter 22: Nonprofit Corporations] and the Constitution and Bylaws of the Red River Standard Schnauzer Club of Texas. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Texas State Laws, the Texas State Business Organizations Code will be controlling.
Name and Objectives
SECTION 1. The name of the club shall be the Red River Standard Schnauzer Club of Texas. (“the Club”) SECTION 2. The objectives of the Club shall be:
- to encourage and promote quality in the breeding of the purebred Standard Schnauzer and to bring their natural qualities to perfection.
- to urge members and breeders to accept the written breed standard, as approved by the American Kennel Club, as the only standard of excellence by which Standard Schnauzers shall be judged.
- to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, performance trials, companion events, and any other event for which the club is eligible under the Rules and Regulations of The American Kennel Club.
- to conduct sanctioned matches, dog shows, performance trials, companion events, and any other event for which the club is eligible under the Rules and Regulations of The American Kennel Club.
- to disseminate knowledge about the Standard Schnauzer, protect and advance the breed’s health, encourage best practices in breeding, care, and husbandry, and promote training of the Standard Schnauzer to encourage responsible ownership. through sponsored educational activities.
SECTION 3. In accordance with Federal, State and Local Laws, no part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set forth in the Constitution or the Bylaws.
SECTION 4. The members of the club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
SECTION 1. Eligibility. There shall be the following Membership Types:
- Regular (Individual): Enjoys all club privileges including the right to vote and hold
- Household: Two (2) adult members residing in the same household, each eligible to vote and hold
- Associate: For those individuals, at least 18 years of age, and entitles the member to participate in all other club activities. This is a non-voting, non-office holding
- Junior: Open to children under 18 years of age; a non-voting/nonoffice holding membership which may automatically convert to regular membership at age A parent/guardian must sign the Club Code of Ethics in the Junior’s stead.
- Life: Those individuals who have been members and involved in the fancy for a long period of time (20+ years); Life members are eligible to vote and hold office.
All Memberships (Except Junior) are open to all persons at least 18 years of age and who are in good standing with The American Kennel Club and who have signed the Club’s Code of Ethics and who subscribe to the purposes of the Club.
While membership is to be unrestricted as to residence and age, the club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area.
A member requesting to upgrade their membership classification to have voting and office holding privileges, must first complete the application process for that of Regular or Household membership and remit full Dues required for Regular or Household membership. [ARTICLE 1, Section 4]
SECTION 2. Loss of Voting Privileges. The unexcused absence of a voting member from three (3) consecutive Club meetings or failure to volunteer and work at one annual club event, unless excuse by the Board of Directors, (“Board” or “The Board”) shall operate as the accepted change of that membership from voting to non-voting status. All written requests for excusals under this section, with confirmed delivery receipts, will be considered by The Board. The difference in dues will be forfeited.
SECTION 3. Dues. The uppermost limit for Regular or Household Membership Dues shall not exceed Two Hundred and Fifty ($250) per year, payable on or before the 1st day of April of each year. Dues amounts are voted on and approved at the Annual Meeting by a simple majority vote of the voting members present at the meeting. No member may vote whose dues are not paid for the Fiscal year. During the month of March, the Treasurer shall send to each member a statement of dues for the Fiscal year. The Board may grant an additional THIRTY (30) day grace period in meritorious cases upon written receipt by the member seeking the additional time to pay dues.
The uppermost Dues limit for the Associate Memberships shall not exceed one-half (1/2) of the current Dues required to be paid by Regular membership for the fiscal year as approved under this Section.
Junior and Life Memberships shall pay no Dues.
SECTION 4. Election to Membership. Each applicant for membership shall apply on a form as approved by the board of directors (“Board” or “the Board”) and which shall provide that the applicant agrees to abide by the Club’s constitution and bylaws and the rules and regulations of The American Kennel Club, and Club Code of Ethics. Accompanying the application, the prospective member shall submit dues payment for the Fiscal year. All applications for membership shall be filed with the Secretary. Each membership application shall be voted upon by secret ballot at the next meeting of the Club, following the date when Applicant has met application requirements under Article 1, Section 2. An affirmative vote of 2/3 of the voting members present at the meeting, shall be required to elect the applicant as a Member.
Applicants for membership who have been rejected by the club can reapply six months after the date of rejection. The Club need only reveal that the applicant did not receive the required number of votes in the affirmative. Applicants who are not voted into membership will be removed from access to Member Only areas of the Club’s website and social media platforms [e.g., Facebook, Twitter].
Duly elected Members shall receive copies of the Club’s current Constitution and Bylaws and Club roster. SECTION 4. Termination of Membership. Memberships may be terminated:
- by Upon written notice to the Secretary.
- by A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 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 at any club meeting whose dues are unpaid as of the date of that meeting.
- by A membership may be terminated by expulsion as provided in Article VI of these bylaws.
Meetings and Voting
SECTION 1. Club Meetings. Meetings of the club may be held every other month [or as frequently as necessary], as may be designated by the Board. Meeting may be in person or pursuant to the State of Texas regulations [Code of Business Operations, Title 2, CORPORATIONS, Chapter 22, NON-PROFIT CORPORATIONS, Subchapter A, GENERAL PROVISIONS, CHAPTER 6, Section 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY], in the Club’s focal point area, which is Killeen, Texas, in a geographic triangle serving Dallas/Fort Worth to the north, southwest to San Antonio and Southeast to Houston. Written notice of each such meeting shall be sent via USPS or via email, by the Secretary at least ten (10) days prior to the date of the meeting. The quorum for such meetings shall be twenty (20%) percent of the eligible voting members in good standing. Non-voting members do not count towards the determination of a quorum.
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 and voting at any regular or special meeting of the Board; or by the Secretary upon receipt of a petition signed by five (5) members of the club who are in good standing; or as designated by the person or persons authorized herein to call such meetings. Such special meetings shall be held in person or pursuant to the State of Texas regulations [Code of Business Operations, Title 2, CORPORATIONS, Chapter 22, NON-PROFIT CORPORATIONS, Subchapter A, GENERAL PROVISIONS, CHAPTER 6, Section 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY], and held in the Club’s focal point area, which is Killeen, Texas, in a geographic triangle serving Dallas/Fort Worth to the north, southwest to San Antonio and Southeast to Houston. Written notice of such a meeting shall be sent via USPS or via email by the Secretary at least Five (5) days, but no earlier than fifteen (15) days, prior to the date of the meeting and said notice shall state the purpose of the meeting, and no other club business may be transacted thereat. Members of the club holding one-tenth (1/10) of the votes entitled to be cast, in person, constitute a quorum. [Texas Business Organizations Code Sec. 22.159(a) Quorum of Members]. Non-voting members do not count towards the determination of a quorum.
SECTION 3. Board Meetings. Meetings of the Board may be held each month [or as frequently as is necessary] and shall be held in person or pursuant to the State of Texas regulations [Code of Business Operations, Title 2, CORPORATIONS, Chapter 22, NON-PROFIT CORPORATIONS, Subchapter A, GENERAL PROVISIONS, CHAPTER 6, Section 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY], and held in the Club’s focal point area, which is Killeen, Texas, in a geographic triangle serving Dallas/Fort Worth to the north, southwest to San Antonio and Southeast to Houston. Written notice of each such meeting shall be sent via USPS or via email, by the Secretary at least three (3) days but not more than seven (7) days prior to the date of the meeting. The quorum for such a meeting shall be a simple majority of the Board.
SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President or by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in person or pursuant to the State of Texas regulations [Code of Business Operations, Title 2, CORPORATIONS, Chapter 22, NON-PROFIT CORPORATIONS, Subchapter A, GENERAL PROVISIONS, CHAPTER 6, Section 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY], and held in the Club’s focal point area, which is Killeen, Texas, in a geographic triangle serving Dallas/Fort Worth to the north, southwest to San Antonio and Southeast to Houston. Written notice of each such meeting shall be sent via USPS or via email, by the Secretary at least ten (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 simple majority of the Board.
SECTION 5. Emergency Meetings. An emergency meeting may be called by the President or by a majority of the Board, if there are circumstances that could not have been reasonably foreseen, which require immediate attention, and possible action by the board or membership, and which out of necessity make it impracticable to provide notice pursuant to this Article, said notice requirements may be less than ONE BUSINESS DAY (1) and may be posted via electronic means to the Members Only areas of the Club’s website or Facebook Group page.
SECTION 6. Electronic Communications. Each member in good standing, whose dues are paid for the Fiscal year, and who has consented in Writing, will receive all Club correspondences, including Meeting Notices, via email. The Secretary shall keep a record of each Member’s written consent. A member may withdrawal their written consent to receive email correspondences, by written request with receipt, sent to the Secretary. The written consent need only be signed one time by each Member.
SECTION 7. Voting. Each member in good standing whose dues are paid for the Fiscal year shall be entitled to one vote at any meeting of the club at which the member is present. Proxy voting will not be permitted at any club meeting. In no case while Dues are unpaid may a member vote on club business.
Directors and Officers
SECTION 1. Board of Directors. The Board shall be comprised of four (4) officers and one (1) other person, all of whom shall be members in good standing and all of whom shall be elected for a term of one (1)-year at the club’s annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the club’s affairs shall be entrusted to the Board.
SECTION 2. Officers. The Club shall have four (4) Officers and pursuant to State of Texas Law [Texas Business Organizations Code Sec. 22.231-Officers], the club’s officers shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other officers and assistant officers as considered necessary. Officers shall serve in their respective capacities for a period of one (1)-year, both with regards to the club and its meetings and the Board.
- 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.
- The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
- The Secretary shall keep all Club Records including 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; and shall have charge of all official correspondences, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the club with their addresses, which shall be sent to any member in good standing, upon written request, once every club year, and carry out such other duties as are prescribed in these bylaws.
- 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 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 previously reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The club shall be insured in such amount and through a type of policy as the Board shall determine which will cover the actions of the Treasurer.
No Officer shall hold more than one office during the club year.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled for the remainder of the position’s term by a majority vote of the Board. However, a vacancy in the office of President shall automatically be filled by the Vice President for the remainder of the term.
SECTION 4. Standard of Performance. Officers and the Board shall discharge the duties in good faith, in a reasonable manner that is in the best interests of the club, and with the care an ordinarily prudent person in a like position, would exercise under similar circumstances.
The Club’s Fiscal Year, Annual Meeting, Elections, Official Year
SECTION 1. Fiscal Year. The Fiscal year shall begin on the first day of April and end on the last day of March.
SECTION 2. Annual Meeting. The annual meeting shall be held in the month of March at which officers, and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
SECTION 3. Nominations. 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 Secretary shall immediately notify the committee persons 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 on or before November 30th each year.
- The committee shall nominate one candidate for each office, and positions on the Board, and shall procure the acceptance of each nominee so chosen and shall immediately report their nominations to the Secretary in Nominee must be in good standing with the Club and AKC.
- Upon receipt of the Nominating Committee’s report, the Secretary shall, notify each member in writing of the candidates so nominated.
- Additional nominations may be made at the December or January Members’ meeting(s) by any member in attendance, provided that the person so nominated does not decline when their name is No person may be a candidate for more than one position.
- Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
- Balloting shall be by secret ballot at the Annual Meeting. No proxy balloting is
SECTION 4. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
If no additional and validated nominations are received on or before February 1st each year, the Nominating Committee’s slate shall be declared as elected and no balloting will be required at the Annual Meeting.
Any vacant Board position may be filled in accordance with Article III, Section 3 of these Bylaws.
SECTION 5. Club’s Official Year. The club’s Official Year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
SECTION 1. The Board may each year appoint standing committees to advance the work of the club. Such committees shall always be subject to the final authority of the Board.
SECTION 2. 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.
SECTION 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of The American Kennel Club shall be suspended from the privileges of this club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.
SECTION 2. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club. Written notarized charges containing specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary together with a deposit, the amount to be established by the Board which shall be forfeited if such charges are not sustained or entertained by the Board. The Secretary shall promptly send a copy of the Charges to each Board member or present them at a Board meeting. 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. If the Board considers that the Charges do not allege conduct which would be prejudicial to the best interests of the club, 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 or a Hearing Committee not less than FOUR (4) weeks nor more than SIX (6) weeks thereafter. The Secretary shall promptly send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of receipted or acknowledged delivery and set forth a time and place at which the accused may attend and present any defense, call witnesses or answer questions regarding the allegations.
SECTION 3. Board Hearing. If the Board or a Hearing Committee may hear the charges. The Board or the Hearing Committee shall have complete authority to decide whether legal counsel may attend the hearing, but both complainant and accused shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and accused, the Board or Hearing Committee may, by a majority vote of those present, reprimand or suspend the accused from all privileges of the club for not more than six months, from the date of the hearing. And, if the Board or the Hearing Committee deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. Immediately after the Board or the Hearing Committee has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s or the Board appointed committee’s decision and penalty, if any.
SECTION 4. Suspension. Club Suspension is temporary, and the Member’s privileges are automatically restored once the suspension is completed. This restoration of privileges applies to any Board of Director or Officer, who shall resume their previous roles upon completion of the suspension/
SECTION 5. Expulsion. The members shall 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.
SECTION 6. Board Liability. Pursuant to Texas Law [Texas Business Organizations Code,
Sec. 22.235 - Officer Liability], an officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the person’s capacity as an officer unless the officer’s conduct was not exercised: (1) in good faith; (2) with ordinary care; and (3) in a manner the officer reasonably believes to be in the best interest of the Club.
SECTION 1. Amendments. The Constitution and Bylaws may be amended by a proposed change by the Board or by written petition addressed to the Secretary signed by Twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendations of the Board, by the Secretary, for a vote within three months of the date when the petition was received by the Secretary.
SECTION 2. Voting. The Constitution and Bylaws may be amended by a 2⁄3 secret vote of the members in good standing, present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and sent via USPS or email to each member at least Fourteen Days (14) prior to the date of the meeting.
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 unless otherwise prohibited by State Law.
Order of Business
- Previous Meeting Minutes Approval/Corrections
- Reports of Officers
- Reports of Board
- Reports of Committee(s)
- Election of Board (at Annual Meeting Only)
- Election of New Members
- Unfinished Business
- New Business
SECTION 1. The rules contained in the most 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.
RRSSC Constitution & Bylaws