CANADIAN SCOTTISH TERRIER CLUB CONSTITUTION & BY-LAWS

CONSTITUTION

ARTICLE 1 NAME & OBJECTIVES

1. The name of the Club shall be the Canadian Scottish Terrier Club, herein referred to as the ‘Club’.

2. The objectives of the Club are:

1. To be registered and recognized by the Canadian Kennel Club (CKC);

2. To operate nationally in Canada;

3. To support, encourage, and promote careful, quality breeding of purebred Scottish Terriers by the qualified breeder(s) that adhere to the Club’s Breeder Guidelines and to do all possible to bring their natural qualities to perfection;

4. To develop interest in, increase knowledge of, and advance the Scottish Terrier breed;

5. To encourage members and breeders to strive towards the qualities of excellence as set out in the Scottish Terrier breed standard;

6. To advise and assist those interested in the Scottish Terrier;

7. To support a rescue operation of Scottish Terriers through voluntary participation by Club members and breeders;

8. To encourage fair and honest conduct and to undertake any or all events deemed helpful to the Club in pursuing the objectives listed above;

i. The Club shall not be conducted or operated for profit and no part of any profits, remainder, or residue from dues, donations, or events under the Club, shall benefit any member or individual;

j. The members of the Club shall adopt and may from time to time, revise the by-laws as required, to carry out these objectives.

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BY-LAWS

ARTICLE 1 PURPOSE

1. The Club shall engage in the following activities:

a. Supporting CKC-recognized events;

b. Holding of CKC-recognized events;

c. Holding, coordinating, hosting, or supporting events and/or activities for the enjoyment of members of the Club.

1. Members are eligible from any country

ARTICLE 2 MEMBERSHIP

2. There shall be four (5) types of membership, open to all persons who subscribe to the purposes of this Club:

1. Full - Open to all persons over the age of eighteen (18) years;

2. Junior - Open to those persons who have not reached the full age of eighteen (18) years;

3. Complimentary – Open to those who have purchased or adopted a puppy from a breeder who is a member of the Club or to individual(s) who purchase/adopt a Scottish Terrier through Club Rescue. Current or past paid Club members are not eligible for a complimentary membership;

d. Honorary - Granted by vote of the membership to nationally recognized persons who have contributed to the furtherance of the purposes of the Club;

e. Life - Granted to members after thirty (30) years of continuous membership. Alternatively, the Board of Directors may deem Life membership to a member who has contributed to the furtherance of the purposes of the Club. Life members are not subject to the Club’s annual membership dues.

1. Voting: Only Full and Life membership types, who have been members of the Club for a minimum of three (3) months prior to any voting, are eligible to vote on Club matters.

2. Duration Year: The annual membership duration is from January 1 to December 31 of any calendar year;

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CANADIAN SCOTTISH TERRIER CLUB CONSTITUTION & BY-LAWS

1. New Membership Dues: Full dues are owed if the applicant applies for membership from January to May. Half dues are owed if the applicant applies for membership from June to December;

2. Complimentary members who are offered membership as a result of a new puppy or rescue/rehome are not required to pay Club dues for a defined period, usually 12 months, at the discretion of the Board of Directors or Membership Coordinator;

7. Membership will be considered as lapsed and automatically terminated if a member’s dues remain unpaid thirty (30) days after the first day of the membership year. However, the Board may grant an additional ninety (90) days’ grace to such members, in meritorious cases. No person is entitled to vote at any club meeting if their dues are unpaid as of the date of that meeting;

1. The membership dues in the Club shall be determined from time to time by the Board of Directors. The Board of Directors has the right to modify the annual dues for any person or member with extenuating circumstances;

2. Membership application shall provide that the applicant agrees to abide by the Club’s Constitution, By- Laws, and Code of Ethics. The applicant shall submit the applicable dues for the current year;

3. Resignation: Any member may resign from the Club by giving written notice to the Secretary. Dues for any unexpired term of the membership year are not refundable, but the Board of Directors may grant a request for such in extenuating circumstances

4. Termination of Membership. Memberships may be terminated:

a. By Resignation. Any member in good standing may resign from the Club upon written notice to the Membership Committee or;

b. By Expulsion. A membership may be terminated by expulsion. See Article 12 Complaints & Discipline of the Bylaws.

ARTICLE 3
OFFICERS & REGIONAL DIRECTORS

1. The Board of Directors. The Board of Directors shall consist of the elected positions of President, Vice President, Treasurer, and Secretary and the regional director representatives of the Club. These positions

shall serve a three (3) year term. The regional director areas are:

1. British Columbia and Yukon;

2. Alberta, Saskatchewan and Manitoba, Northwest Territories and Nunavut;

3. Ontario;

4. Quebec and;

5. Atlantic (New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland & Labrador)

2. The Past President is a non-voting member of the Board but remains available to undertake any specific duties assigned by the President or requested by the Board of Directors.

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1. The President presides at general meetings of the Club and chairs meetings of the Board of Directors. The President shall be a member of all Club committees. The President is responsible for the overall supervision and administration of the affairs of the Club and ensures that all policies and actions approved by the Club are properly implemented.

2. The Vice President fulfills the duties of the President when the President is temporarily absent or otherwise unable to perform the duties of the office. The Vice President also performs specific duties assigned by the President, Board of Directors, or the general membership.

3. The Secretary shall attend all meetings of the Club and is required to keep accurate minutes. In case of the absence of the Secretary, their duties shall be discharged by such officer as may be appointed by the Board

of Directors. The Secretary shall have charge of all the correspondence of the Club and be under the direction of the President and the Board of Directors. The Secretary is responsible for maintaining the Club’s documentation with the CKC including the Club’s Constitution. The Secretary and the Membership Committee shall also keep a record of all the members of the Club and their addresses and send all notices of the various meetings as required. The Secretary shall also carry out such other duties as are prescribed in these bylaws.

1. The Treasurer is responsible for all Club funds, bank account(s), and financial books, records, and reporting. The Treasurer shall properly account for all funds of the Club and maintain accurate financial records. The Treasurer shall present a detailed account of receipts and disbursements to the Board of Directors, whenever requested. The Treasurer shall prepare a report, for every meeting, of the Club’s finances and every item of receipt or payments not previously reported. The Treasurer shall submit, to the Annual Meeting, a reviewed Treasurer’s Statements of the financial position of the Club and submit a copy of the reviewed Statements to the Secretary for the records of the Club. The books of the Club will be available for inspection by the members, at any reasonable time, upon request.

2. All Regional Directors are responsible for the members, member issues, inquiries, and Club activities within their geographic territories (areas). All regional directors are required to attend, participate, and vote on Club operational issues as a member of the Board of Directors and make recommendations on issues for voting by the Club membership.

1. All elected officers and regional directors must be members in good standing with the Canadian Kennel Club. All elected officers shall be referred to as the Board of Directors. All members of the Board must be residents of Canada. The names of the Board of Directors must be reported to the CKC annually upon renewal of the club accreditation together with a copy of any changes to the current constitution and/or bylaws.

2. Any vacancy occurring during the term shall be filled by the Board of Directors by a temporary appointment

of a member, in good standing, with the Club and the CKC until a confirming vote is made by the membership.

10. Any officer who fails to perform the duties of office which amounts to misconduct in office or neglect of duty may be removed from office by a three-fourths vote of the Board of Directors to remove said officer and to rescind said officer's election, after said officer has been notified by the Secretary with a Notice of Intent of the Board to vote on the removal of said officer and to rescind said officer's election, setting forth the reasons for this proposed action. The officer shall be given three weeks from the date such Notice of Intent is mailed to respond in writing, to the Secretary, setting forth any reasons why said officer should not be removed, and to provide the Secretary with electronic copies of the response. Any response must be

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received by the Secretary within said three-week period. The Secretary shall furnish each Board of Directors member with a copy of the response.

11. Each member of the Board of Directors shall serve in office until their successors are elected. The Board of Directors shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Club, and meetings of the Club shall be held as often as may be required, but at least once every three months and shall be called by the President. A special meeting may be called on the instruction of any two members of the Board of Directors provided they request the President, in writing to call such meeting and state the business to be brought before the meeting. Meetings of the Board of Directors shall be called by ten (10) days' notice in writing mailed or by three days' notice by fax, telephone, or email. Any five (5) members shall constitute a quorum

and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transaction at such meeting shall be ratified at the next regularly called meeting of the Board otherwise they shall be null and void.

1. A person appointed or elected as a director becomes a director if they were present at the meeting when being appointed or elected and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election or within ten days after the appointment or election, provided they acted as a director under the appointment or election.

2. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the Club may deem reasonable.

ARTICLE 4 CLUB YEAR

1. The Club shall observe a club year beginning on the 1st day of January and ending on the 31st day of December of the same year.

2. Elected Club positions shall assume their roles on January 1st post-election and all retiring or vacating officers and regional directors shall turn over, to their successor, all properties and records relating to that office within thirty (30) days after vacating office.

ARTICLE 5 NOMINATIONS

1. The Nominating Committee shall be formed to coordinate the nominations, candidates, and election process for the elected positions of the Club in an election year.

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2. The Nominating Committee shall be composed of at least two (2) Full members (1 position being the committee chair).

1. The Nominating Committee shall inform the membership of all vacant positions for officers and regional directors and invite nominations for members to stand for election to these positions.

2. The Nominating Committee shall verify that those who have been nominated are willing to serve, if elected, and shall ensure that at least one name is put forward for each vacant position by making its nominations for any positions for which no names have been received by the announced closing date.

5. Nominations received by the Nominating Committee shall not be kept secret and any candidate shall be

free to withdraw, for any reason.

6. The chair of the Nominating Committee shall notify the successful candidates of the Club election and shall provide the Secretary with the names of individuals per elected role and prepare a communication for inclusion in the Club newsletter announcing the election results.

7. All communications, including voting ballots, from the Nominating Committee can be done via any electronic method and by mail for those who opt out of receiving electronic communication.

8. The Nominating Committee shall be dissolved after the election is completed and communication of results has been made to the Club membership.

ARTICLE 6 VOTING

1. Full and Life members are eligible to vote, provided they are in good standing with the Club, on motions where the general membership is voting.

2. The President may only cast a vote at a general meeting or a meeting of the Board of Directors if required to break a tie vote. The chair of a committee votes at the same time as other members and does not vote a second time to break a tie vote.

3. The Board of Directors reviews and guides Annual meeting motions that affect the Constitution and By- Laws of the Club.

1. For Regional Director positions, where there are 2 or more candidates nominated for a Director position in any Region, the election of the Regional Director will be voted on only by members within each applicable Region.

2. The Club allows for electronic voting on anything requiring a vote by Club members.

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ARTICLE 7 ELECTIONS

The Club shall conduct elections for elected Club roles with the following suggested timeline, in an election year:

1. August – The Board of Directors calls for the formation of a Nominating Committee.

2. August – The Nominating Committee Chair calls for nominations for all elected positions from the Membership with a deadline to apply.

3. September – Close of nominations. The Nominating Committee Chair verifies the eligibility of all candidates and communicates a list of eligible candidates to the membership.

4. October 1 – The slate of candidates is communicated to the Membership.

5. November 1 – Election is conducted electronically and on paper for those with paper membership.

6. December 1 – Election results communicated to the membership and published in the Club newsletter.

7. January (following year) – Newly elected members assume their roles

ARTICLE 8 MEETINGS

1. Annual Meeting. The annual meeting of the Club shall be held annually, with a date and time to be communicated to all members at least thirty (30) days in advance, at a place, date, and time designated by the Board of Directors. The quorum of the annual general meeting shall be ten percent (10%) of the voting membership, in good standing.

2. Board of Directors Meetings. The first meeting of the Board of Directors shall be held immediately following the annual meeting and/or election. Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the Board.

3. Written notice of other meeting(s) shall be sent by email or telephone by the Secretary to each member of the Board of Directors at least three (3) days before the date of the meeting. The quorum for a Board of Directors Meeting shall be a majority of the Board of Directors voting in person, by telephone, mail, email, or by any other electronic communication.

4. Special Club Meetings. Special Club Meetings may be called by the President or by a majority of the members of the Board of Directors or shall be called by the Secretary upon receipt of a petition signed by twenty percent (20%) of the members of the Club. Such meeting(s) shall be held at such place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be emailed or mailed by the Secretary (or designate) at least fourteen (14) days and not more than thirty (30) days before

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the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for such a meeting shall be ten percent (10%) of the voting members in good standing.

5. The Board of Directors may conduct its business in person, by mail, or any electronic means of communication, including but not limited to email, telephone, video, or audio conference services, provided it does not conflict with any other provision of these bylaws. Proposed actions may be made by motion, at any time, but final debate and official voting on a motion can take place only at a face-to-face meeting or by live, not recorded, voice, which must be confirmed by the Secretary in official minutes within seven days of the date of the meeting.

6. The Club may conduct its business in person, by mail, and/or by any electronic means of communication, including but not limited to email, telephone, video or audio conference call, and electronic surveys or electronic voting, provided it does not conflict with any other provision of these bylaws.

7. Any member may submit a Motion to the Club for consideration. Motion(s) that require voting by eligible Club members must be submitted, in advance, to the Club Secretary. The Motion will be reviewed by the Board of Directors, who will provide a recommendation to the membership. The motion and recommendation will be sent to the members to vote. Members who do not respond to the vote will be deemed to be in support of the recommendation of the Board of Directors. The results of the vote will be communicated to the members.

ARTICLE 9 COMMITTEES

1. Standing committees shall be established by the Board of Directors to facilitate the achievement of the purposes of the Club.

2. Any committee appointment may be terminated by a majority vote of the Board of Directors upon notice being sent to the committee appointee and the Board may appoint a successor to the person whose services have been terminated. Terminated committee members may appeal a termination decision to the Board within ten (10) days of being notified of the termination.

ARTICLE 10
FINANCES, AUDIT & REMUNERATION

1. The financial year of the Club shall be from the first (1st) day of January to the thirty-first (31st) day of December.

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1. Cheques to disburse the funds of the Club shall bear the signatures of the Treasurer and one member of the Board of Directors or designated member.

2. The Club will have a separate and independent bank account in the name of the Club.

3. The books, accounts, and records of the Secretary and the Treasurer shall be reviewed at least once each year by a duly qualified accountant or by two members of the Club appointed for that purpose.

5. A complete and up-to-date statement of the standing of the books for the previous year shall be submitted by the Treasurer at the Annual Meeting.

6. Unless authorized at any meeting and recorded for the Club’s Records, no member of the Club shall receive any remuneration for any services provided to, from, or with the Club.

7. The Club shall be operated without the purpose of any personal financial gain to any member, and any financial surplus or accretions of the Club shall be used for the sole purposes of the Club and the promotion of the Club objectives.

ARTICLE 11 SPECIALTY CHAPTERS

1. Specialty Chapters may be established to host regional and national specialties as well as regional events.

2. Specialty Chapters may hold a float from funds raised locally. These floats must have proper bookkeeping practices in place.

1. A bank statement dated December 31st day of each year will be sent to the Treasurer for information purposes only.

2. Money raised on a National basis will go back to the National Club. Money raised locally may stay in the host-giving area.

5. Money raised on a Regional basis can be used to host events as well as for donations to specific needs. Regional Director approval is required.

ARTICLE 12 COMPLAINTS & DISCIPLINE

1. Complaints. Any member may lodge a complaint against a member for alleged misconduct prejudicial to the best interest of the Club or the breed. Written complaints containing details of the alleged misconduct must be filed with the Secretary, together with a fee that has been set by the Board of Directors. This fee shall be forfeited if the complaint is not sustained at a hearing of the Board of Directors or a Discipline

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CANADIAN SCOTTISH TERRIER CLUB CONSTITUTION & BY-LAWS

2. The following describes the process:

1. a)  The Secretary, upon receiving a written complaint, shall, within thirty (30) days, forward a copy of the

   complaint, along with a notice of hearing to the defendant, the complainant, and each member of the Board of Directors or appointed committee;

2. b)  A hearing date shall be set no later than ninety (90) days from the date of the receipt of the complaint. If the Board of Directors holds the hearing, a minimum of three (3) members of the Board must be present. If a committee holds the hearing, at least a majority of the appointed committee shall be present. Should a complaint be laid against the Secretary, the President shall act by these by-laws;

3. c)  The Board of Directors or appointed Committee shall ensure that both the complainant and the defendant are treated fairly and by the rules of natural justice. Should the complaint be sustained after hearing all the evidence and testimony presented by the majority vote of those present, impose an appropriate penalty. The secretary shall then notify each of the parties of the decision within thirty (30) days of the decision.

1. Expulsion of a member from the Club shall be accomplished following a proper hearing and upon the recommendation of the Board of Directors or Committee. The President or Committee Chair shall read the complaint and report the findings and recommendations of the Board of Directors or appointed Committee and shall invite the defendant, if present, to speak to the Board of Directors or Committee. The Board of Directors or Committee shall vote by secret written ballot on the proposed expulsion. A three-quarters (3⁄4) vote of those present shall be necessary for expulsion.

2. Termination of membership may occur as a result of Article 2, paragraph 11.

ARTICLE 13 AMENDMENTS

1. Proposed amendments to the Constitution and Bylaws must be communicated to all members, in advance of a vote.

2. Voting will be done at a predetermined time and will be done electronically. No proxy voting is permitted. Voting results will be communicated to all members and sent to the Secretary for recording in the Club

Records.

1. Amendments to the Constitution and/or Bylaws require a majority vote of the membership.

2. The complete Constitution and By-Laws, as amended, will be communicated to the membership, submitted to the CKC, and posted on the Club Website.

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ARTICLE 14 DISSOLUTION

1. The dissolution of the Club requires a motion for such undertaking as a “Special Resolution” requiring that twenty-one (21) days' written notice is communicated to every member of the Club.

2. The Board of Directors or a special committee of four members appointed by the Board of Directors shall implement the dissolution. This involves the liquidation of the assets of the Club, a complete and final audit of the accounts of the Club, and provision for the safekeeping of records of the Club.

3. All funds or assets remaining, after all debts have been paid, shall be transferred to a designated charity chosen by the Board of Directors.

ARTICLE 15 PARLIAMENTARY AUTHORITY

1. The rules contained in the current edition of Robert’s Rules of Order 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.

ARTICLE 16 ORDER OF BUSINESS

1. At annual meetings of the Club, the order of business shall be suggested as follows:

1. a)  Roll Call

2. b)  Approval of minutes of the last meeting

3. c)  Report of the President

4. d)  Report of the Secretary

5. e)  Report of the Treasurer

6. f)  Reports of the Committees

1. g)  Elections of Officers and Board

2. h)  Unfinished Business

3. i)  New Business

j) Adjournment

2. At meetings of the Board of Directors, the order of business shall be suggested as follows:

1. a)  Approval of minutes of the last meeting

2. b)  Report of the Secretary

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c) Report of Treasurer

1. d)  Report of Committees

2. e)  Unfinished Business

3. f)  Election of new members

4. g)  New Business

5. h)  Adjournment

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REVISION HISTORY Item Date

1 January 7, 2020

Description

The constitution was ratified by a vote of the entire Club membership in December 2020.

CANADIAN SCOTTISH TERRIER CLUB CONSTITUTION & BY-LAWS

    

2

January 1, 2024

The following amendments were approved by the voting membership in November 2023:

1. Creation of a Complimentary membership class and;

2. Replacement of Executive Board with Board of Directors.

    

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