ARTICLE ONE -- GENERAL PROVISIONS
Section 1. Description and Objects of Club
(a) Cat Fanciers of Washington, Inc. (hereinafter referred to as the "Club") is an incorporated nonprofit organization the objects of which are to encourage the breeding and improvement of pure-bred cats (both long- and short-haired), to hold cat shows and exhibitions, and to promote animal welfare.
(b) All persons of good character who are interested in the objects of the Club shall be eligible for membership.
(c) No part of the net earnings of the Club shall inure to the benefit of any private person; and upon dissolution the net assets of the Club shall be distributed to one or more animal welfare organizations that are tax-exempt under 19 section 501(c)(3) of the Internal Revenue Code of 1954.
Section 2. National Affiliation
In futherance of its objects, the Club shall be a member of Cat Fanciers Association, Inc., and shall take all necessary steps to preserve its status as a member of such Association (and any regional establishment thereof) in good standing at all times. Any shows conducted or other activities engaged in by the Club shall be in full accordance with the rules and regulations of such Association.
Section 3. Management and Direction of Club
(a) The Club shall have By-Laws, consistent with this Constitution, to govern its administration and activities. This Constitution and such By-Laws shall be the sole constitutional instruments of the Club for its government.
(b) The officers of the Club shall be a President, a Vice-President, a Secretary, and a Treasurer; and the Club shall have a Board of Trustees which shall consist of three designated trustees and the officers ex officio.
(c) The affairs of the Club shall be conducted by the officers in accordance with the Constitution and the By-Laws under the general supervision and management of the Board of Trustees; except that the Board of Trustees shall have power to act for and on behalf of the Club, in accordance with this Constitution, at any time when the Club is not in session and the action involved cannot reasonably be delayed until the Club is convened. Unless taken contrary to this Constitution or the By-Laws or to a proper action of the Club membership duly recorded, any action taken by the Board of Trustees, or by an officer at the direction or with the approval of the Board of Trustees, shall constitute an action of the Club.
Section 4. Annual Meeting and Fiscal Year
The regular meeting of the Club held in April each year shall be known as the Annual Meeting; and the twelve-month period beginning on May 1 each year shall be the Club's fiscal year.
ARTICLE TWO -- MEMBERSHIP
Section 1. Classes of Members; Voting Rights
There shall be four classes of members in the Club:
(a) Active members.
(b) Life members.
(c) Associate members.
(d) Honorary members.
Except as otherwise provided in the By-Laws, active members and life members in good standing shall be entitled to vote on all matters coming before the Club, and shall collectively constitute the voting membership of the Club. Associate and honorary members shall not be entitled to vote.
Section 2. Qualifications and Election of Members
The qualifications and standing of members within each class, and the manner in which such members are elected, shall be determined under and in accordance with the By-Laws.
ARTICLE THREE -- OFFICERS AND TRUSTEES
Section 1. Election and Term
At the 1994 Annual Meeting the President, Secretary and two members of the Board of Trustees shall be elected to serve for a two year term and the Vice-President, Treasurer and one member of the Board of Trustees shall be elected to serve for a one year term. At the 1995 Annual Meeting the Vice-President, Treasurer and one member of the Board of Trustees shall be elected to serve for a two year term. Thereafter, each officer and trustee shall be elected to serve for a two year term with the election for President, Secretary and two members of the Board of Trustees conducted in even numbered years and the election for Vice-President, Treasurer and one member of the Board of Trustees conducted in odd numbered years. The term of office of each elected officer and trustee shall begin on May l following the meeting at which the election was conducted and continue for the prescribed duration, or until his or her successor is duly elected.
Section 2. Vacancies
(a) If the office of President becomes vacant, the Vice-President shall become President for the balance of the unexpired term. Any other vacancy (including a vacancy in the office of Vice-President occurring under the preceding sentence and a vacancy on the Board of Trustees) shall be filled by election for the balance of the term.
(b) In the absence of both the President and Vice- President at any meeting, a president pro tem shall beelected for that meeting by the voting members present.
Section 3. Functions, Duties, and Election
The functions and duties of the officers and the Board of Trustees, and the manner of their election, shall be as more particularly set forth in the By-Laws.
ARTICLE FOUR -- MEETINGS
Section 1. Regular Meetings
Except as otherwise provided in or under the By-Laws, a regular meeting of the Club shall be held each month.
Section 2. Special Meetings
Special meetings may be held at any time at the call of the President or of any five voting members of the Club, upon due notice thereof being given.
Section 3. Quorum
No business may be transacted at any meeting of the Club unless there are present in person at least five voting members in good standing.
Section 4. Voting
The procedure for voting on matters coming before the Club shall be as provided in the By-Laws, except that in no case shall proxy voting be permitted.
ARTICLE FIVE – AMENDMENTS
This Constitution or the By-Laws may be amended at any scheduled meeting of the Club, except that no amendment may be adopted at any such meeting, or become effective, unless--
(a) the proposed amendment was formally submitted to the Club, and the written text thereof made available to the full membership of the Club, at or prior to the most recently preceding regular meeting;
(b) at least-14 days' notice of the fact that the amendment is to be voted on at the scheduled meeting has been given to the full membership of the Club; and
(c) the amendment is approved at the scheduled meeting by a two-thirds vote of all voting members present and voting.
Section 1. Duties of Officers
(a) The President shall preside at all meetings, appoint all necessary committees, and perform all functions of the Club requiring executive action. The President shall serve ex officio as a member of all committees.
(b) The Vice-President shall perform the duties of the President during the absence or disability of the President, and shall assist the President in such manner as the President may direct.
(c) The Secretary shall keep the minutes, call the roll, handle correspondence, collect the dues and turn them over to the Treasurer, and perform such other duties as may be delegated by the President. The Secretary shall serve ex officio as a member of all committees.
(d) The Treasurer shall receive and hold all monies received by or on behalf of the Club, keep a correct account thereof, and report thereon to the Club, presenting a written report at each meeting fully setting forth the activities of the Club's checking and savings account. The Treasurer shall be responsible for the suitable investment of all such monies, subject to the direction of the Club, and shall make disbursements only by order of the Club. Any check issued on behalf of the Club shall be signed by the Treasurer or, when the Treasurer is unavailable, by the President.
Section 2. Nomination and Election of Officers and Trustees
Candidates for office (including candidates for the Board of Trustees) shall be nominated each year by a Nominating Committee of 3 voting members appointed by the President at the regular meeting next preceding the Annual Meeting. The candidates so nominated shall be presented to the Club at the Annual Meeting, and other candidates for any office may be nominated from the floor by active or life members. Voting on all candidates shall occur at the Annual Meeting, and shall be by secret ballot, with a majority of the votes cast for any office being required for election.
Section 3. Classes of Membership; Applications for Membership
(a)(1) Active members of the Club shall have all of the rights, consistent with the Constitution and these By-Laws, which are normally associated with organizational memberships, including the right to vote.
(2) Life members, who shall have all the rights of active members, are individuals who have served the Club and made notable personal contributions to the Club as past members over extended periods of time, and who were nominated for life membership in recognition of that service and those contributions.
(3) Associate members, who shall have all the rights of active members except the right to vote, include all members less than eighteen years of age and all members desiring to participate in Club activities without regular personal attendance.
(4) Honorary members are individuals who have made significant contributions to the declared objects of the Club (with or without past Club membership) and who were nominated for honorary membership in recognition of those contributions.
(b) Application for active membership or associate membership shall be submitted in writing, with the applicant being sponsored by one member of the Club. An applicant for active membership shall be presented as a guest for at least one meeting prior to the meeting at which voting on his or her application is to take place.
(c) A nomination for life membership or honorary membership shall be submitted to the Secretary in writing by 3 voting members in good standing, and shall state the basis upon which the individual involved is being nominated. Any such nomination shall be mailed to all voting members, and may be acted upon only at a meeting subsequent to such mailing.
Section 4. Voting on Membership Applications and Nominations
An applicant or nominee for membership shall not be present during the meeting at which the balloting on his or her application or nomination occurs. Voting on any application for active membership, or on any nomination for life or honorary membership, shall be by secret ballot. Any application or nomination for membership shall be rejected if there are 3 or more negative votes in the balloting.
Section 5. Scheduling of Meetings
Except to the extent otherwise determined by the Club, regular meetings shall be held on the fourth Wednesday of each month, at a time and place agreed upon by the Club. Any such meeting other than the Annual Meeting may be cancelled by a two-thirds vote of the voting members present and voting at an earlier meeting.
Section 6. Dues
The annual dues for any fiscal year shall be $15 for the first active member, $10 for each additional active member of the same family or household and $5 per associate member. Dues are payable at the beginning of or prior to the Annual Meeting immediately preceding the beginning of such fiscal year. There shall be no dues for life members or honorary members.
Section 7. Loss of Voting Rights for Nonpayment of Dues or Failure to Attend Meetings
(a) Any active member who has not paid his or her dues for a fiscal year by the beginning of the Annual Meeting immediately preceding such fiscal year shall not be entitled to vote at that meeting or at any subsequent meeting which occurs before such dues are paid. Any active or associate member who has not paid his or her dues for a fiscal year by July 1 of such year shall be suspended from membership in the Club; and no member so suspended may be reinstated without making new application for membership and being accepted as a new member in accordance with these By-Laws.
(b) No member shall be entitled to vote on any matter coming before the Club at any Annual Meeting unless he or she has attended at least half of the regular meetings previously held in the fiscal year in which such Annual Meeting falls (or, in the case of an individual who has not been a member throughout all of such fiscal year, unless he or she has attended at least half of the regular meetings held since he or she became a member and has attended at least two such meetings).
(c) An active or life member whose right to vote at any meeting is suspended under this section shall not be considered to be in good standing, or to be a voting member, or a part of the voting membership of the Club, with respect to that meeting.
Section 8. Show Officials
A Show Manager, Show Committee, and other show officials shall be selected, by majority vote of the active and life members present and voting at a regular meeting, for each show to be held by the Club. Within 60 days after the show is held, the Show Manager shall submit to the Club a complete show report, including an itemized statement of receipts and expenditures as prepared by the Show Treasurer.
Section 9. Delegates
In carrying out its obligations as a member of Cat Fanciers Association, Inc., the Club may elect a Delegate to any annual meeting, regional meeting, or other function of such Association, in the same manner as is provided with respect to officers under Article Three of the Constitution and section 2 of these By-Laws, and send such Delegate to that meeting or function as the Club's representative,.
Section 10. Resolutions for Submission to CFA
Resolutions to be submitted by the Club to Cat Fanciers Association, Inc., shall be adopted by majority vote of the active and life members present and voting at any meeting of the Club; except that no such resolution may be adopted at any meeting unless the proposed resolution was submitted to the Club, and the written text thereof made available to the full voting membership of the Club, at or prior to the preceding meeting.
Section 11. Miscellaneous and General Provisions
(a) Voting. Except as otherwise specifically provided in the Constitution or By-Laws, or as otherwise determined with respect to a particular issue by majority vote of the voting members present and voting at a meeting of the Club, all voting on matters coming before the club shall be by show of hands, pro and con, with the higher count deciding the issue.
(b) Notice. Except as otherwise specifically provided in the Constitution or By-Laws, any requirement that notice be given with respect to any matter prior to a particular action or occasion shall be satisfied only by a written or other appropriate notice that is submitted to the members involved at least 5 days prior to that action or occasion.
(c) Procedural requirements for actions by Board of Trustees. Whenever the Board of Trustees takes any action for and on behalf of the Club at a time when the Club is not in session, a quorum of 4 members of the Board shall be required, and, to the extent feasible, there shall be consultation with active and life members of the Club other than the members of the Board itself. The Board shall keep the Club fully and currently advised of any such actions taken.
(d) Transition to new officers. Each officer of the Club whose term of office is ending must transfer all Club records and assets in his custody, or under his control, to his successor at the close of the Annual Meeting at which such successor is elected; except that there shall be a complete audit of the Treasurer's books, after the Annual Meeting, before such books are turned over to a new Treasurer.
(e) Compensation and expenses. No officer, trustee, show official, or other member of the Club shall be paid any compensation or fee for services rendered to or in behalf of the Club; but any member who makes expenditures in any capacity for or in behalf of the Club shall be entitled to reimbursement for such expenditures if and to the extent that the Club so directs.
(f) Archivist; parliamentarian. The Club may, from time to time, elect a Club archivist, and a parliamentarian, to serve for such terms as may bespecified at the time of their election.
(g) Order of business. The normal order of business at Club meetings shall be as follows:
The normal order may be set aside or modified by the President at any meeting with the approval of a majority of the voting members present; but this shall not result in the postponement to a later date of any official 7 action scheduled for that meeting.
Section 12. Suspension, Expulsion, Etc.
(a) A member may be suspended or expelled from membership in the Club for conduct tending to defeat the purposes of the Club or obstruct its lawful objectives or growth.
(b) Proceeding to suspend or expel a member under this section shall be initiated by the filing with the Secretary of a written complaint, signed by one or more active members, stating the name of the member, the date or dates of the offense, the nature of the offense in general language, and any pertinent surrounding circumstances. The Secretary shall serve a copy of the complaint on the accused member by registered mail or in person, and immediately notify the President.
(c) The President, within 5 days after receiving notice from the Secretary, shall appoint a Board of Inquiry composed of 4 persons, with the President serving as member and chairman. Notice of the Appointment of the Board of Inquiry shall be served on the accused member by registered mail or in person, and such member shall have 10 days in which to file a written answer to the charges contained in the complaint. After the answer is filed or the 10-day period has expired, the Board of Inquiry shall meet and conduct a private hearing of the charges, giving at least 3 days' notice of the hearing to the accused member by registered mail or in person. The accused member may appear in person and present such testimony of witnesses and other evidence as may be available to refute the charges, and the Board of Inquiry may on its own motion introduce and consider any evidence coming to its attention.
(d) At the close of the hearing, the Board of Inquiry shall determine all questions raised and shall render a decision which shall be final. The judgement of the Board may be for the suspension of the accused member for a period not exceeding one year, for the expulsion of the member, or for the acquittal of the member.
(e) In sending any notice required under this section to an accused member, it shall be sufficient to mail it to the address currently appearing on the Secretary's books.