Constitution and Bylaws

ARTICLE I

Name and Objectives

SECTION 1: The Name of the Club shall be the United States Neapolitan Mastiff Club.

SECTION 2: The objectives of the Club shall be:

  1. To encourage and promote quality in the breeding of purebred Neapolitan Mastiffs and to do all possible to bring their natural qualities to perfection;
  2. To encourage the organization of independent local Neapolitan Mastiff Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
  3. To urge members and breeders to accept the standard of the breed as approved by this Club and the American Kennel Club as the only standard of excellence by which Neapolitan Mastiffs shall be judged;
  4. To do all in its power to protect and advance the interest of the breed and to encourage sportsmanlike competition at dog shows, obedience trials, tracking tests;
  5. To conduct sanctioned matches, specialty shows, obedience trials, and tracking tests under the rules and regulations of The American Kennel Club;

SECTION 3: The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from revenues, dues or donations to the Club shall inure to the benefit of any member or individual.

SECTION 4: The members of the Club may adopt and may from time to time revise such bylaws as may be required to carry out these objectives.

BYLAWS

ARTICLE I

Membership

SECTION 1:Eligibility. Membership of this Club shall include all persons who are in good standing with the American Kennel Club, who subscribe to the Purpose (see the Constitution) of the United States Neapolitan Mastiff Club (hereafter known as the "USNMC or the "Club"), and who have applied for and been accepted as Members under Article I, Section 2 of these bylaws. There shall be six (6) types of membership:

  1. Full Membership (Individual). All persons who are U.S. residents and/or U.S. citizens 18 years of age and older, and who have been Associate Members for a minimum of one calendar year. Full Members shall enjoy all the privileges of the Club, including one vote and the ability to hold office if all other requirements are fulfilled.
  2. Full Membership (Family). Two (2) persons of the same household, eighteen years of age or older, each of whom comply with the same requirements as that of Full membership shall be defined as Full Family Members. Each shall have one vote and each shall have the ability to hold office if all other requirements are fulfilled.
  3. Associate Membership. A resident of the U.S. whose interests are parallel to those of the USNMC and who desires to work in association with the Club may apply for Associate Membership. Associate Members shall enjoy all privileges except voting or holding the position of officer or director. Associate Members cannot count in determining a quorum.
  4. International Associate Membership. A person who is both not a resident and not a citizen of the United States but who has interests parallel to those of the USNMC and who desires to work in association with the Club may apply for International Associate Membership. International Associate Members shall enjoy all privileges except voting or holding office. International Associate Members cannot count in determining a quorum.
  5. Honorary memberships will be offered periodically to honor a person for his/her outstanding service to the Club or the Neapolitan Mastiff breed and its fancy. Honorary membership shall be offered to those persons elected by unanimous vote of the board. Honorary members shall not pay membership dues, shall not be entitled to vote on any Club matter, shall not be eligible to be an Officer or Director of the Club and cannot count in determining a quorum
  6. (f) Chapter Club - A local Neapolitan Mastiff Specialty Club, wishing to become a Member Chapter Club must have received recognition from the American Kennel Club to hold B-Sanctioned events. It shall expressly agree to incur no indebtedness on the part of the USNMC and its President and at least two-thirds of other Officers and Directors must apply to be Full Members of the USNMC. A Member Chapter Club shall have one vote in club matters.

SECTION 2: Dues. Membership dues shall not exceed $100.00 per year, payable on or before the 31st day of January each year. No member whose dues are owing and unpaid for the current year may vote at any Club or Board meeting, nominate others for office, or run for office. During the month of December, the Treasurer shall send to each member a statement of his/her dues for the ensuing year.

SECTION 3. Election to membership. Each applicant for membership shall apply on a form as approved by the Board of Directors. This form shall provide that the applicant agrees to abide by this constitution, these bylaws, and the rules of The American Kennel Club. Each applicant shall submit a signed copy of the Club's Code of Ethics. The application shall state the name, address, and occupation of the applicant. The application for Associate Membership or International Associate Membership shall carry the endorsement of one Full Member in good standing. The application for Full Membership or Full Family Membership shall carry the endorsement of two Full Members in good standing and from different households. No application will be considered without dues payment for the current year.

A candidate for Member Chapter Club shall file its application together with a copy of its By-Laws, a list of its officers, directors, members and their addresses. Such application must be accompanied by one year's dues. It must be approved by a 2/3 of the Board of Directors present at a meeting or voting by mail..

Applicants may be elected by secret ballot or by secret vote at any meeting of the Board of Directors or by a secret vote of the Directors by mail. Affirmative votes of 2/3 of the Directors present at a meeting or voting by mail shall be required to elect an applicant.

An application which has received a negative vote by the Board may be presented a second time by one of the applicant's endorsers at the next annual meeting of the Club and the members may elect such an applicant by secret ballot, requiring a favorable vote of 75% of members present. Applicants for membership who have been rejected by the club may not reapply within 12 months after such rejection.

No Full Member may sponsor more than five Applications for Full Membership or Full Family Membership in any calendar year.

SECTION 4: Termination of membership. Memberships may be terminated:

  1. By resignation. Any member in good standing may resign from the Club by submitting written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and become incurred on the first day of January of each year.
  2. By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the 31st day of January of each year; however, the Board may grant an additional 30 days grace to such delinquent members in meritorious cases. In no case may a person whose dues are owing and unpaid be entitled to vote at any Club or Board meeting, nominate others for office, or run for office.
  3. By expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II

Meetings

SECTION 1: Annual Meeting. The Annual Meeting of the Club shall be held in conjunction with the Club's Specialty Show, if possible, at a place, date, and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed by the Secretary to each member at least 30 days prior to the date of the meeting. The quorum for the Annual Meeting shall be 10% of the Full members in good standing.

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 present at a meeting of the Board or voting by mail. Special Club meetings shall be called by the Secretary upon receipt of a petition signed by 10% of the Full members of the Club who are in good standing. Such a meeting shall be held in such place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Secretary at least 14 days and no more than 30 days prior to 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 meeting shall be 10% of the members in good standing.

SECTION 3: Board Meetings. The first meeting of the Board shall be held within the first two weeks of the month of July, following the annual election, as stipulated in Article IV of these bylaws. Other meetings of the Board of Directors shall be held at such times and places as are designed by the President or by a majority vote of the entire Board. Written notice of each such other meeting shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for a Board Meeting shall be a majority of the Board voting in person, fax, or telephone conference call.

SECTION 4: The board of Directors may conduct its business by mail, fax, or telephone conference call through the Secretary. Items voted upon by telephone conference call must be confirmed in writing within 7 days provided they do not conflict with any other provision of these bylaws.

ARTICLE III

Officers and Directors

SECTION 1: Board of Directors. The Board shall be comprised of 4 Officers and 7 Directors, all of whom shall be Full members in good standing who are residents of the United States. They shall be elected for two-year terms as provided in Article IV and shall serve until their elected successors take office. General management of the Club's affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The Club's Officers, consisting of the President, Vice President, Secretary, and Treasurer, shall serve in their respective capacities both with regard to the Club and the Board

  1. The President shall preside at all meetings of the members and of the Board of Directors and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
  2. 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 Vice President shall perform any other duties assigned by the Board of Directors.
  3. The Secretary shall perform all duties incident to the office of Secretary and other duties which may be assigned by the Board of Directors. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws. The Secretary shall be in charge of correspondence, 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 and carry out such duties as prescribedin these bylaws. The Secretary shall keep the minutes of the meetings or proceedings of the Board of Directors and shall keep these minutes in one or more files established for that purpose. The Secretary shall mail or fax the copy of the minutes of meetings to all Members of the Board, within 7 days of a meeting. Within 21 days each Board Member shall approve or correct the minutes. Board members not responding within 21 days shall forfeit their right to approve or correct these minutes. The Secretary shall keep a record of all votes taken by mail, and of all matters for which a record shall be ordered by the Club. The Secretary shall be custodian of the records of the Club and of the Club's seal. The Secretary will see that the seal of the Club is attached to all documents requiring that the seal attachment authorize their execution.
  4. The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank approved by the Board, in the name of the Club. The accounts shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of the Club's finances and every item of receipt or payment not previously reported. At the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The treasurer shall be responsible for the timely filing of the tax returns generated for the fiscal year in which he/she took office. The Treasurer shall be bonded in such amount as the board of directors shall determine.

SECTION 3: Other Positions {AKC Delegate shall attend AKC Delegate's meeting approximately four times per year or as needed, shall actively participate in the full body AKC Delegate meetings and/ or other AKC Delegate subcommittee meetings, and shall report back to the proceedings to the Board. The AKC Delegate shall be a non-voting member of the Board}

SECTION 4. Bonds. Any officer of the Club shall post a bond to the Club, if required by the Board of Directors, in such amount as the Board of Directors will determine.

SECTION 5. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled, until the next annual election by a majority vote of the-thenremaining members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board. All properties and records relating to an office vacated must be turned over to the successor of that office by the vacating Officer, his/her heirs, extended family, or executor within two weeks of that office being vacated. Failure to do so will result in legal action to be taken by the Club.

ARTICLE IV

Club year, Voting, Nominations, and Elections

SECTION 1: Club Year.

The Club's fiscal year shall begin on the 1st day of January and end on the last day of December.

The Club's official year shall begin on the 1st day of July and end on the last day of June. The elected Officers and Directors shall take office on the first day of July, and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office by July 1st of the same year. The outgoing Treasurer shall have ensured that all tax returns and Club audits relating to the fiscal year in which he/she took office have been filed in a timely manner.

SECTION 2. Voting. At the Annual Meeting or at any special meeting of the Club, voting shall be limited to those Full members in good standing who are present at the meeting. The annual election of Officers, Directors, and Delegate to the AKC who may but need not be a Director or Officer of the club or amendments to the Constitution, Bylaws, or the Breed Standard shall be decided by a written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.

SECTION 3. Annual Election. The election of Officers and Directors {and Delegate to The American Kennel Club, who may but need not be a Director or Officer of the Club,} shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary by June 15th. Ballots shall be counted by three inspectors of election who are Full members in good standing and neither members of the current Board nor candidates on the ballot. The Board may decide to designate an independent professional firm to send, receive, and count the ballots.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee prior to or during the election is unable to serve for any reason, such nominee shall not be elected and the vacancy thus created shall be filled by the new Board of Directors in the manner provided by Article III, Section 5 of these bylaws.

SECTION 4. Nominations and Ballots. No person shall be a candidate or vote in a Club election unless a Full member as of December 31 of the preceding year, in good standing, renewed for the current Club year and nominated in accordance with these bylaws. A Nominating Committee shall be chosen by the Board of Directors before March 1st of the year in which the election is being held. The Committee shall consist of three members from different areas of the U.S.A., and two alternates, all renewed Full members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall appoint one of the members to act as chairman for the Committee. The Committee may conduct its business by mail or fax.

A. The Nominating Committee shall nominate from among the eligible renewed members of the Club, one candidate for each office, and for each position on the Board of Directors {,and for the Delegate to The American Kennel Club}. The Committee will procure the acceptance, in writing, of each nominee chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The Committee shall then send its slate of candidates to the Secretary who will mail the list, including the full name of each candidate and the name of the State in which he/she resides, to each member on or before April 1st, so that additional nominations may be made by members if they so desire.

B. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received by the Secretary, by fax by or before May 1st or by mail and both postmarked on or before May 1st and received by the Secretary by May 8. Such nominations shall be signed by five other current and renewed members in good standing and accompanied by the written acceptance of each such additional nominee, confirming his/her willingness to be a candidate. No person shall be a candidate for more than one position.

C. If no valid nominations as defined in paragraph B above exist, the Nominating Committee's slate shall be declared elected and no voting will be required.

D. If one or more valid nominations as defined in paragraph B above exist, a balloting shall take place.

The Board shall determine if the mailing and receipt of the ballots shall be done by the club Secretary or by an independent professional firm designated by the Board.

The Board shall also determine if the counting of the received ballots shall be done by a committee of three club members, called the Inspectors of Election, or by an independent professional firm designated by the Board.

The Secretary or designated professional firm shall, on or before May 15th mail to each renewed Full member or Member Chapter Club in good standing a ballot. The Ballot shall list all nominees for each position, in alphabetical order, with the name of the States in which he/she resides. The ballot shall be mailed together with a blank envelope, and a return envelope addressed to the Secretary or the designated professional firm marked "ballot" and bearing the name of the member to whom it was sent. In order for ballots to be cast in secret, instructions must be included with each ballot instructing each voter, after marking the ballot, to seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary or designated professional firm.

Instructions sent with the ballot must also indicate that the ballots are to be received by the Secretary or designated professional firm no later than June 15th in order to be counted.

The Secretary or designated professional firm shall then forward all ballots to the inspectors of election or to the designated professional firm as necessary. The inspectors of election or designated firm shall check the returns against the list of members whose dues are paid for the current year, prior to opening the outer envelopes and removing the blank envelopes and shall certify the eligibility of the voters as well as the results of the voting before the Annual Meeting. The results of the voting shall be announced at the Annual Meeting.

E. Nominations cannot be made at the Annual Meeting or in any other manner other than as provided above.

ARTICLE V

Committees

SECTION 1. Each year, the Board may appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual awards, membership and other fields which my be served by committees. Activities of such committee shall always be subject to the final authority of the Board. Special committees shall also be appointed by the Board to aid it on particular projects.

SECTION 2. Any committee appointment may be terminated by a majority vote of the Board upon written notice to the appointee, and the Board may appoint successors to those persons whose service has been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club. Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of this Club for a like period.

SECTION 2. Any member may press charges against a member for alleged conductprejudicial to the best interest of the Club or the Neapolitan Mastiff breed. Written charges, with specifications, must be filed in duplicate with the Secretary together with a deposit of $50.00 and which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting. The Board shall first consider whether the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the Neapolitan Mastiff breed. If the Board considers that the charges do not constitute conduct, which would be prejudicial to the best interest of the Club or the Neapolitan Mastiff breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall decide on a date of hearing, not less than 3 weeks nor more than 6 weeks thereafter, by the Board or by a Committee consisting of not less than three members of the Board. The Secretary shall promptly send one copy of the charges to the accused member by certified mail, together with a notice of the hearing, and an assurance that the defendant may personally appear on his/her own behalf and bring witnesses if he/she desires.

SECTION 3. Board Hearing. The Board or Committee shall have discretionary authority to decide whether counsel may attend the hearing, provided that both complainant and defendant shall be treated uniformly in this regard. In the event that charges are sustained after hearing all evidence and testimonies presented by complainant and defendant, the Board or the Committee may, by a majority vote among Board or Committee members present, decide to reprimand or suspend the defendant from all privileges of the Club for not more than 6 months from the date of the hearing, or until the next Annual Meeting, if this meeting will occur after six months from the date of the hearing. If the Board or the Committee decides that this sanction is insufficient, the Board or the Committee may recommend to the membership that the penalty be expulsion. In this case, the recommendation for expulsion shall not restrict the defendant's right to appear before fellow members at the ensuing Annual Meeting. Immediately after the Board, the Committee, or the Membership at the Annual Meeting have reached a decision, its finding shall be confirmed in writing and filed with the Secretary.

The Secretary shall notify each of the parties of the decision and of the penalty, where applicable. In the event of expulsion, the Secretary will also inform the Neapolitan Mastiff Specialty Member Chapter Clubs of this decision.

SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or the Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his/her own behalf although no evidence not previously submitted at the hearing may be presented at this meeting. The President shall read the charges, finding, and recommendations, and shall invite the defendant to speak in his/her own behalf. The members, present in a sufficient quorum, shall then vote by secret ballot on the proposed expulsion. A 2/3-majority vote of those present and voting at the Annual Meeting shall be required for expulsion. If expulsion is rejected, the suspension and other penalties, if applicable, shall stand

ARTICLE VII

Indemnity

SECTION 1. Indemnification. The Club shall indemnify any person who is or was a Director or an Officer of the Club against any and all liability that may be incurred by him/her in connection with any claim, action, suit, or proceeding in which he/she may become involved, as a party or otherwise, by reason of being or having been a Director or Officer of the Club. The Club will only indemnify provided the person acted in good faith and in what he/she believed to be the best interests of the Club.

SECTION 2. Procedure. Any indemnification shall be made only if the Board of Directors, acting by a quorum consisting of Directors who are not party to such claim, action, suit, or proceeding, shall find that the Director or Officer has met the standards of conduct stated in Section 1 of this article.

SECTION 3. Definitions. As used for the purposes of this article, the terms "liability" and "expense" shall include counsel fees, disbursements, and amounts of judgments, fines, penalties, and amounts paid in settlement by the Director or Officer or delegate to the AKC. These amounts exclude any amounts paid by the Club itself.

ARTICLE VIII

Amendments

SECTION 1. Amendments to the Constitution, Bylaws or Breed Standard may be proposed to the Board of Directors or by written petition addressed to the Secretary signed by 20% of the Full membership in good standing. Amendments proposed by such petition and reviewed by the Board of Directors must be submitted within three months of the date of the petition to the Board by the Secretary to all members with the Board of Director's recommendations for a vote.

SECTION 2. The Constitution, Bylaws and Breed Standard may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each Full member and Member Chapter Club in good standing on the date of mailing, together with a ballot on which a choice of for or against the action to be taken shall be indicated. Dual-envelope procedures described in Article Iv, Section 4(D) shall be used in handling such ballots to ensure secrecy of the vote. A notice accompanying this ballot shall specify a return due date not more than 30 days after the date postmarked. A favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

SECTION 3. No amendment to the Constitution, Bylaws or to the Breed Standard that is adopted by the Club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

ARTICLE IX

Dissolution

SECTION 1. The Club may be dissolved at any time by the written consent of not less than 2/3 of its members. In the event of dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary of 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. After payment of all debts and liabilities of the Club, any remaining asset shall be given to a charitable organization for dogs, to be selected by the Board of Directors.

ARTICLE X

Order of Business

SECTION 1. At the meetings of the Club, the order of business, to the extent that the character and nature of the meeting may permit, shall be as follows:

  • Roll Call
  • Minutes of the preceding meeting
  • Report of the President
  • Report of the Secretary
  • Report of the Treasurer
  • Report of any Committees
  • Announcement of Election Results of Officers and Board (at Annual Meeting)
  • Election of New Members
  • Unfinished Business
  • New Business
  • Adjournment

SECTION 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

  • Roll Call
  • Reading of minutes of preceding meeting
  • Report of the President
  • Report of the Secretary
  • Report of the Treasurer
  • Report of any Committees
  • Election of New Members
  • New Business
  • Adjournment

ARTICLE XI

Parliamentary Authority

SECTION 1. The rules contained in the current edition of Roberts 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.