Nanaimo Kennel Club – Constitution and By-Laws

Filed with the Registrar of Companies February 24, 2005

CONSTITUTION

l. The name of the Society shall be the Nanaimo Kennel Club.

2. The purposes of the society are:

a. promoting the development of purebred dogs;

b. collecting and providing information and documents relating to purebred dogs;

c. promoting the welfare of dogs in general;

d. assisting dog owners by providing training classes for all dogs and information on the care and training of dogs; and

e. holding shows, trials and other disciplines for dogs under Canadian Kennel Club or other rules.

3. The area of operations of the society for the purposes of the Canadian Kennel Club shall be the Regional District of Nanaimo. This provision is alterable.

4. Upon the winding-up or dissolution of the society, the funds and remaining property after payment of all costs, charges and expenses properly incurred in the winding-up or dissolution, and after payment of any debts of the society, shall be given to a charitable organization for the benefit of dogs as selected by the Board of Directors. This provision is alterable.

Bylaws of Nanaimo Kennel Club - Part 1 - Interpretation

1.       (1) In these bylaws, unless the context otherwise requires:

“directors” means the directors of the society for the time being;

“Society Act ” means the Society Act of British Columbia from time to time in force and all amendments to it;

“registered address” of a member means the members address as recorded in the register of members.

(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2. Words imparting the singular include the plural and vice versa, and words imparting a male person include a female person and a corporation.

Part 2 - Membership

3. The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

4. A person may apply for membership in the society and on acceptance by a majority of the members is a member.

5. A person whose application for membership in the society is not accepted shall beprovided in writing with a reason for such rejection.

6. Membership in the society shall be based on a year from January 1 to December 31 or as otherwise set by the directors.

7. Every member must uphold the constitution and comply with these bylaws and comply with any rules adopted by the members from time to time including, without limitation, the Code of Ethics.

8. A member who is 17 years of age or younger is a non-voting member.

9. The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society. Without limiting the generality of the foregoing, the amount of the annual membership dues may vary according to:

(a) the number of years a person has been a member;

(b) the number of persons in a family that are members; and

(c) the age of the member.

10. A person ceases to be a member of the society

(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,

(b) on his or her death or, in the case of a corporation, on dissolution,

(c) on being expelled, or

(d) on having been a member not in good standing for 3 consecutive months.

(1) A member may deliver to the secretary, in writing, a complaint against another member for alleged breach of the constitution, the bylaws or any rules adopted by the members from time to time including, without limitation, the Code of Ethics.

(2) The secretary upon receiving a written complaint shall, within 30 days, deliver a copy of the complaint to the person named in the complaint and each of the directors.

(3) The person named in the complaint may deliver to the secretary, in writing, a response to the complaint; and the secretary (upon receiving such a response) shall, within 30 days, deliver a copy of the response to each of the directors.

(4) Not less than 30 days after the secretary delivers a complaint to the person named in the complaint, the directors may recommend a member be expelled by a resolution passed at a meeting of directors.

(5) A member may be expelled by a resolution of the members passed at a meeting of

(6) The notice of resolution to be considered at the meeting of members for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

(7) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the meeting of members before the resolution is put to a vote.

(8) A complaint or response may be delivered to a member or director, either:

(a) personally; or

(b) by mail to the member at the member’s registered address; or

(c) if the member has provided a facsimile number, facsimile transmission to the member’s facsimile number; or

(d) if the member has provided an electronic mail address, electronic mail to the member’s electronic mail address.

(9) Any member who is suspended, debarred, expelled or deprived of privileges from the privileges of The Canadian Kennel Club automatically shall be suspended from the privileges of this society for a like period and during the period shall not be entitled to vote or hold office as a director or officer (including past president). The suspended, debarred, expelled or deprived member shall resume their office A for the remainder of their term, if any, at the end of their suspension, debarment, expulsion or deprivement but the directors may appoint another member to hold that office during the suspension, debarment, expulsion or deprivement.

c 12. All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.

13. The Society may cease to be a member of The Canadian Kennel Club at any time by providing to The Canadian Kennel Club written documentation signed by at least two-thirds (2/3) of the members of the Society who are in favour of this decision; proxies are not permitted.

Part 3 - Meetings of Members

14. General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.

15. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

16. The directors may, when they think fit, convene an extraordinary general meeting.

(1) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

18. The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 - Proceedings at General Meetings

19. Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order, and

(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) the report of the auditor, if any;

(v) the election of directors;

(vi) the appointment of the auditor, if required;

(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

20.

(1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a     general meeting at a time when a quorum is not present.

(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(3) A quorum is 25% of the members eligible to vote being present.

21. If, within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a 

22. Subject to bylaw 23, the president of the society, the first vice president, the second vice president or, in the absence of all three, one of the other directors present, must preside as chair of a general meeting.

23. If at a general meeting

(a) there is no president, first vice president, second vice-president or other director present within 15 minutes after the time appointed for holding the meeting, or

(b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

24.

(1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

25.

(1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

(2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.

26.

(1) Subject to bylaw 8, a member in good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands.

(3) Voting by proxy is not permitted.

27. The directors must call an extraordinary general meeting, upon the Secretary receiving written request signed by at least 10% of the members in good standing such meeting must be held within 90 days of receipt of the written request by the Secretary.

Part 5 - Directors and Officers

28.

(1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to

(a) all laws affecting the society,

(b) these bylaws, and

(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

(2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

29.

(1) The president, first vice president, second vice president, recording secretary, treasurer, membership chair, past president and one or more other persons are the directors of the society.

(2) The number of directors in addition to the president, first vice president, second vice president, recording secretary, treasurer, membership chair, past president must be 6 or a greater number determined from time to time at a general meeting.

(3) The past president is the person, other than the existing president, who was most recently elected or appointed president and ceases to be past president 365 days after ceasing to be president or on his or her death.

30.

(1) Unless otherwise determined under paragraph 30(2), the directors except the past president must retire from office at each annual general meeting when their successors are elected.

(2) The members may at a general meeting, by a majority of the members, set the term of office of each director or officer, other than the past president, to be other than until the next annual general meeting.

(3) Separate elections must be held for each office (including the president, first vice president, second vice president, recording secretary, treasurer and membership chair to be filled except the past president.

(4) An election may be by acclamation, otherwise it must be by secret ballot.

(5) If a successor is not elected, the person previously elected or appointed continues to hold office.

31.

(1) The directors may at any time, and from time to time, appoint a member as a director to fill a vacancy in the directors.

(2) A director so appointed holds office only until the conclusion of the next annual A general meeting of the society, but is eligible for re-election at the meeting.

32.

(1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.

(2) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

33. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

34. A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6 - Proceedings of Directors

35.

(1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.

(3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.

(4) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

36.

(1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.

(3) The directors may appoint standing committees to advance the work of the society and ad hoc committees may from time to time to aid the directors with specific projects.

(4) Any committee appointment may be terminated by a majority vote of the directors upon written notice being sent to the appointee, and the directors may appoint a successor to the person whose services have been terminated.

37. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.

38. The members of a committee may meet and adjourn as they think proper.

39. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

40. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex, cable, facsimile transmission or electronic mail of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) a notice of meeting of directors is not required to be sent to that director,

and

(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

41.

(1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.

(2) In the case of a tie vote, the chair does not have a second or casting vote.

42. A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

43. A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 7 -- Duties of Officers

44.

(1) The president presides at all meetings of the society and of the directors.

(2) The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.

45. The first vice president must carry out the duties of the president during the president’s absence.

46. The second vice president must carry out the duties of the president during the president’s and the first vice-president’s absence.

47. The secretary must do the following:

(a) conduct the correspondence of the society;

(b) issue notices of meetings of the society and directors;

(c) keep minutes of all meetings of the society and directors;

(d) have custody of all records and documents of the society except those required to be kept by the treasurer; and

(e) have custody of the common seal of the society.

48. The treasurer must

(a) keep the financial records, including books of account, necessary to comply with the Society Act, and

(b) render financial statements to the directors, members and others when required.

49. The membership chair must

(a) maintain the register of members,

(b) receive applications from new members,

(c) receive membership renewals,

(d) record attendance at meetings of members, and

(e) supply all members with copies of the constitution, bylaws and membership cards.

50. A person may not hold more than one office at a time except for secretary and

51. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 8 - Seal

52. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

53. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

Part 9 - Borrowing

54. In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.

55. A debenture must not be issued without the authorization of a special resolution.

56. The members may, by special resolution, restrict the borrowing powers of the directors, but an imposed restriction expires at the next annual general meeting.

57. The society must have a separate and independent bank account in the name of the society and all cheques drawn from the society account must have the signature of a minimum of 2 officers and naming the office.

Part 10 - Auditor

58. This Part applies only if the society is required or has resolved to have an auditor.

59. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.

60. At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general

61. An auditor may be removed by ordinary resolution.

62. An auditor must be promptly informed in writing of the auditor’s appointment or

63. A director or employee of the society must not be its auditor.

64. The auditor may attend general meetings.

Part 11 - Notices to Members

65. A notice may be given to a member, either:

(a) personally; or

(b) by mail to the member at the member’s registered address; or

(c) if the member has provided a facsimile number, facsimile transmission to the member’s facsimile number; or

(d) if the member has provided an electronic mail address, electronic mail to the member’s electronic mail address.

66. A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office

(l) Notice of a general meeting must be given to

(a) every member shown on the register of members on the day notice is given, and

(b) the auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of a general meeting.

67.

(1) Notice of a general meeting must be given to

(a) every member shown on the register of members on the day notice is given, and
(b) the auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of a general meeting.

Part 12 - Bylaws

68. On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.

69. These bylaws must not be altered or added to except by special resolution.

Membership Rules

 Members of The Nanaimo Kennel Club will volunteer at leas 8 hours every calendar year (January 1 To December 31) at activities approved by the board of directors. If a new member joins The Nanaimo Kennel Club between September 1 and December 31 (inclusive), this requirement will be waived until the following year. 

Code Of Ethics
  • Members of The Nanaimo Kennel Club will endeavour to enhance the role of dogs in society as an essential member of its communities where it functions as a companion and, above all, “man’s best friend”.

  • Members of the Nanaimo Kennel Club recognize that dogs are social animals. As such, members agree that our dogs are part of the family and should be included in our day-to-day activities wherever possible.
  • Members of the Nanaimo Kennel Club who decide to breed their dog(s) agree that the welfare of the puppies is of paramount concern.
  • Members of the Nanaimo Kennel Club who breed their dog agree to take responsibility for the lifetime of the resulting puppies.
  • Members of the Nanaimo Kennel Club shall ensure that any person(s) acquiring dog(s) from them clearly understand their responsibilities for the care and welfare of the animal(s) and that they have the time and facilities to fulfill their obligations to the dog(s).
  • No member of the Nanaimo Kennel Club shall sell, raffle or cause to be auctioned any dog or puppy through any retail outlet, wholesaler or auctioneer.
  • Members of the Nanaimo Kennel Club will encourage the spaying and neutering of pet dogs.
  • Members of the Nanaimo Kennel Club shall ensure that at all times all dogs under their control are properly housed, fed, watered, exercised and receive proper veterinary attention when required.
  • Members of the Nanaimo Kennel Club shall not allow any dogs under their care to roam at large and when in public places, shall ensure they are leashed as required or under effectual control at all times. This includes waste removal.
  • No member of the Nanaimo Kennel Club shall transport uncrated and unsecured dog(s) in the back of a pickup truck.
  • Members of The Nanaimo Kennel Club hereby pledge to practice good sportsmanship toward fellow club members and other dog owners, and to conduct themselves in a manner that will reflect well upon the Nanaimo Kennel Club at all
  • Members of the Nanaimo Kennel Club will undertake the task of educating and encouraging Members, newcomers and the general public to the world of dogs, no matter what their interest, be it pet owner, competitor or breeder.