Termination of Membership. Memberships may be terminated: (a) by resignation. Any member in good standing may resign from the Club by written notice to the Recording Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of January.
ARTICLE II, Section 4
The Board of Directors may conduct its business by First Class mail, FAX or other electronic means of communication including email, telephone, video or audio conference call through the Recording Secretary 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 as described in section 3 which must be confirmed by the Recording Secretary in official minutes within seven days. (Amendment approved by The American Kennel Club, December 2014.)
ARTICLE III, Section 2(d)
The Recording Secretary shall keep records of all meetings of the Club and of the Board and of all votes taken by mail, of all matters of which a record shall be ordered by the Club, and keep a roll of members of the Club with their addresses, and carry out such other duties as are prescribed by these by-laws."
ARTICLE III, Section 2 (h)
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 entire Board, voting to remove said officer and to rescind said officer's election, after said officer has been notified by certified mail, from the Recording Secretary, or the Corresponding Secretary if the office of the Recording Secretary is in question, 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 provide the Secretary with 14 copies of the response. Any response must be received by the Secretary within said three-week period. The Secretary shall furnish each Board member with a copy of the response. (Amendment approved by The American Kennel Club, October, 1996.)
ARTICLE IV, Section 3.
Annual Election. The annual election of Officers and Directors and Delegate to The American Kennel Club shall be conducted by secret written ballot, except that, if no nominations are received by the Recording Secretary, as provided in Section 4, paragraph (b) of this Article, no ballot will be necessary. In this case, the slate presented by the Nominating Committee will, at the annual meeting of the Club, be declared, by the Recording Secretary, elected. If additional nominations have been made, as provided in Section 4, paragraph (b) of this Article, ballots, to be valid must be received at the offices of an independent auditing firm designated by the Board of Directors, whose address shall accompany the ballot not later than 30 days prior to the annual meeting. The person receiving the largest number of votes for each position shall be declared elected. If any nominee, at the time of the meeting, resigns the position elected to for any reason, the vacancy so created shall be filled by the new Board of Directors in the manner provided in Article III, Section 3. (Amendments approved by The American Kennel Club on June 19, 1979; September 27, 1991, October, 1996, December 2014)
ARTICLE IV, Section 4(a)
The Nominating Committee shall then submit its slate of candidates to the Secretary, who shall mail the list including the full names of each candidate and the name of the State in which he resides, to each member of the Club on or before June 1st, so that additional nominations may be made by members if they so desire.".(Amendment approved by The American Kennel Club on June 19, 1979 and October, 1996.)
The Committee shall then submit its slate of candidates to the Recording Secretary who shall mail the list by First Class Mail, including the full name of each candidate and the name of the State in which the candidate resides, to each member of the Club on or before June 1st, so that additional nominations may be made by the members if they so desire. (Amendments approved by The American Kennel Club on June 19, 1979, October 1996, and December 2014.)
ARTICLE IV, Section 4(b)
Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at the Recording Secretary’s regular address on or before July 15th, signed by twenty-five (25) members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one(1) position and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee. (Amendments approved by The American Kennel Club on June 19, 1979; March 20, 1984 and October, 1996.)
ARTICLE IV, Section 4(c)
"If no valid additional nominations are received by the Recording Secretary on or before July 15th, the Nominating committee's slate shall be declared elected at the time of the Annual Meeting, and no balloting will be required.”
ARTICLE IV, Section 4(d)
If one or more valid additional nominations are received by the Recording Secretary on or before July 15th, the Recording Secretary shall, on or about August 1st, mail by First Class Mail to each member in good standing a ballot listing all the nominees for each position in alphabetical order, with the names of the State in which they reside, together with a blank envelope and a return envelope addressed to the independent auditing firm marked, "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, and mail by First Class Mail the sealed blank envelope in the envelope addressed to the auditing firm. The auditing firm, after counting the ballots received, shall return the results of that count, sealed, to the Recording Secretary not less than one (1) week prior to the annual meeting, the results of the election. The Recording Secretary shall announce, at the Annual Meeting, the results of the election. (Amendment approved by The American Kennel Club on June 19, 1979, October 1996, and December 2014.)
ARTICLE VI, Section 2
Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or the Breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing. Complainant must supply a copy of the complaint and supporting materials for each member of the Board of the STCA. The Recording Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting…(Amendment approved by The American Kennel Club, October, 1996.)
If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board or a Committee of not less than three members of the Board, not less than three weeks nor more than six weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his, or her own defense and bring witnesses if he so wishes. The same notice of hearing and assurance of the right to appear and bring witnesses shall be sent to the complainant (Amendment approved by The American Kennel Club, October, 1996, and December 2014)
ARTICLE VI, Section 3
Board Hearing…...Immediately after the Board or Committee has reached a decision, its finding shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any. (Amendment approved by The American Kennel Club, October 1996.)
ARTICLE VII, Section 1
Amendments to the Constitution and By-Laws and to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with the recommendations of the Board by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.
ARTICLE VII, Section 2
The Constitution and By-Laws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed First Class or sent in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs, to each member in good standing on the date of the mailing, accompanied by a ballot together with a blank envelope and a return envelope, on which each member may indicate the choice for or against the action to be taken. This notice shall specify a date not less than 45 days after the date of mailing by which the ballots must be returned to the Recording Secretary or to the offices of an independent auditing firm designated by the Board of Directors, whose address shall accompany the ballot, to be counted. The favorable secret vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect such an amendment. (Amendment approved by The American Kennel Club on September 27, 1991, October 1996, and December 2014.)
ARTICLE VII, Section 3
No amendment to the Constitution and By-Laws or to the Standard for the Breed that is adopted by the Club shall be effective until it has been approved by the Board of Directors of the American Kennel Club.
ARTICLE IX, Section 2
At meeting of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of Minutes of last meeting
Reports of Secretaries
Report of Treasurer
Reports of Committees
Election of New Members
DUTIES OF THE RECORDING SECRETARY
The Recording Secretary takes, transcribes and signs the minutes of all meetings of the Board of Directors and the Annual Meeting, and conference calls. Copies of the face-to-face minutes are sent first to the President for review and then to each Board member within two weeks after each meeting, for conference calls within 7 days. These minutes when approved are call archive minutes, and are retained in hard copy in the Recording Secretary and President’s files.
a) Archive Minutes are edited to remove executive session and voting that is sensitive or personal in nature. This edited edition is called Website Minutes and will be immediately uploaded to the STCA.biz web site via Feedback form for publication.
(b) As soon as possible after each Board Meeting, the Recording Secretary prepares a summary of the minutes for the BAGPIPER preferably 3 pages or less and delivers them in time for the next issue. The summary should include motions and items of general interest to the membership. The ANNUAL MEETING minutes are published IN TOTO.
(c) All ballots taken by written vote will be kept on file until the approval of the minutes and the action has been completed.
(d) For votes taken by mail, see later explanations regarding Nominations and Amendments to the By-Laws.
(e) The Recording Secretary shall verify the tally of all votes taken by the Board at meetings before the Board adjourns.
(f) Recording Secretary shall, at the first meeting following the Annual Meeting, deliver either a hard copy or an electronic copy of all minutes meetings from the last two years, the Code of Ethics and the Board of Directors Code of Conduct to each Officer/Director then assuming office for the first time. The Constitution and By-laws, SOPs and Expense and Income Vouchers are available online and accessible to all members.
2. MEMBERSHIP ROLL
a) The Recording Secretary maintains a record of all past and present members. This record will include names, addresses and date of membership. Information concerning resigned, deceased or lapsed members should be preserved. The Recording Secretary maintains a master list of active and honorary members with their current addresses.
b) All labels to be used for official mailings of the STCA are to be ordered from the Recording Secretary. They are to be created and sent electronically for printing by the individual needing them for an STCA assigned task.
c) The Recording Secretary will provide
1.To the Bagpiper Editor a list of all changes pertaining to the members such as, names, address, telephone number, email address etc. and a list of members not renewing for publication.
2.To the Bagpiper Circulation Mgr. and the Bagpiper Editor after the dues renewal process is closed, a full mailing list of the current membership.
d) The Recording Secretary will provide an updated membership roster to the Corresponding Secretary and the President for official STCA business updating when members make changes.
e) New Members addresses will be added to the Electronic Roster within 5 days after they are elected to membership.
f) The Recording Secretary prepares and has published by a commercial printer a roster of all active and honorary members, including the Constitution and By-Laws. This should be prepared reasonably soon after the Treasurer closes the dues renewal process. This roster should be mailed to all members, both active and Honorary every other year. (amended 3/2008)
a) The Recording Secretary will furnish to the Nominating Committee Chair a record of each person's attendance at Board meetings and the number of years each person has served on the Board and previous year's biographies for current Board members.
b) The Chairperson of the Nominating Committee submits its slate by May 15 to the Recording Secretary, which includes the full name of each candidate so that the letter and bios can be prepared to send to the membership by the by-laws date of June 1st.
c) The Recording Secretary will have the slate, biographical data and Article 4, Section 4(b) of the By-Laws verbatim, printed and mailed First Class to the membership or before June 1st as directed in the By-Laws.
4. ADDITIONAL NOMINATIONS
Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at the Recording Secretary's regular address on or before July 15th, signed by twenty-five (25) members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate.
If there is no biographical data sheet submitted for each additional nominee, the Recording Secretary will obtain one for each nominee. The biographical data sheet will be posted on the STCA website and sent with the ballot.
No person shall be a candidate for more than (1) position, and the additional nominations, which are provided, may be made only from among those members who have not accepted a nomination of the Nominating Committee. The Recording Secretary should check with the Treasurer to see if additional nominees, as well as, those signing the written petition nominating him/her, are members in good standing.
There are only two weeks between July 15th, the final date on which nominations may be filed with the Recording Secretary and August 1st, the date when the ballots must be mailed to the members. Each individual ballot must be received at the offices of an independent auditing firm designated by the Board of Directors, whose address shall accompany the ballot not later than 30 days prior to the annual meeting.
Mailing Ballots to the Membership:
a) Check with the Treasurer prior to August 1st for the names of all delinquent members.
b) In preparing material and ballots, follow the instructions of Article IV, Section 4(d) closely.
c) The Recording Secretary is responsible for hiring the services of an Auditing Firm for counting the votes for an opposing slate. An engagement letter should be obtained.
d) Each member of a family membership receives a separate mailing. Members must be in good standing with STCA. Mailing includes:
a. a ballot listing all of the nominees for each position in alphabetical order, with the name of the State in which they reside and a bio of each nominee
b. a #9 blank envelope
c. a #10 return envelope addressed to the independent auditing firm marked, "Ballot" and bearing the name of the member in the return address to whom it was sent. So that the ballots may remain secret, each voter after marking his ballot shall seal it in the blank envelope and mail the sealed blank envelope in the envelope addressed to the auditing firm First Class.
e) The Recording Secretary will send to the Auditing firm.
1.An electronic spreadsheet with all members’ names and addresses for the purpose of tallying the vote
2.A certified letter with written confirmation of the number of ballots mailed to the members, the cut-off date when ballots are to be accepted, and instructions to return the ballots and the results of the election to the Recording Secretary not less than one (1) weeks prior to the date on which the Annual Meeting will be held.
g) The results should be returned to the Recording Secretary in a sealed envelope, which will not be opened until the Annual Meeting.
h) When the Recording Secretary receives the sealed envelope with the election results from the auditing firm it remains unopened in his custody until the Annual Meeting when the envelope is opened by the Recording Secretary or representative of the auditing firm who announces the results of the election to the general membership.
i) Ballots are to be kept on file for (1) calendar year by auditing firm.
4. AMENDMENTS TO THE BY-LAWS
(a) The Recording Secretary writes a letter to the AKC (Club Relations) outlining the proposed changes to the By-Laws for their review and approval prior to sending the changes to the membership for a vote.
(b) Upon receipt of the AKC Letter of Acceptance, the Recording Secretary mails First Class a letter to the membership explaining the proposed amendment(s).
(c) The Ballots should be sent with a return envelope addressed to the Recording Secretary or to the offices of an independent auditing firm designated by the Board of Directors, whose address shall accompany the ballot, to be counted. There is no place for a signature. Each STCA member (except Junior Member) receives a ballot. To be returned within 45 days from date of mailing the ballots.
(d) The Recording Secretary keeps a record of the votes cast for and against the amendment(s) and certifies the results in writing to the STCA President and to the American Kennel Club for their approval. When the Recording Secretary receives notice approved or disapproved, he announces the results to the Board at its next meeting. The Editor of the Bagpiper is also informed for publication the results.
5. The Recording Secretary will advise the Bagpiper editor after each Board Meeting in writing of all necessary information to be included in the next Bagpiper Issue.
6. The Recording Secretary shall notify the Annual Awards Chairperson of the recipients of the 25-year pins by June 1st of each year. The Annual Awards Chairperson will notify the recipients by mail.
7. The initiation fee and waiting period for membership shall be waived during the following year of lapse for former members who are dropped for non-payment of dues and who reapply with a completed application and two sponsor letters as required. Entering the second year of non-payment of dues, a former member must apply in the same manner as a new applicant.
8. The Recording Secretary will keep a file of all membership applications, separated into current members, and former members in alphabetical order, including letters regarding objections to memberships published in the Bagpiper for future reference. This file will be confidential.
8a. Voting for new membership applicants by USPS mail - The Membership Chairperson will notify the Board of applicants including all the pertinent biographical information on each applicant by electronic means of communication along with a ballot. Each Board member will print and mark the ballot, and place in an envelope addressed to the Recording Secretary, using no return address and mail it. The Secretary will notify the Board within 5 days of the outcome.
9. The Recording Secretary will perform such additional duties under the provisions of Article II, Section 4, as the Board of Directors through the President instructs him.
10. The Recording Secretary will be responsible for acquiring a tape recorder to be used for recording all Board meetings. Tape recorders should be passed with files to any new officer taking the position of Recording Sec. The expense for this recorder will be the responsibility of the STCA.
11. Submit reimbursement voucher forms to the Treasurer on a regular basis, no less than monthly.
12. Submit a report to all STCA Officers and Directors for each scheduled meeting.
13. The Recording Secretary will send to the Advertising Chairman the names of members that paid for a hard copy on mailing labels electronically.
14. The Recording Secretary will provide a full list of STCA members who've passed away during the year to be listed in the Annual Awards Program, to be printed alphabetically.
15. The Recording Secretary will send a membership list with current email addresses to the STCA Webmaster.
16. The Recording Secretary shall keep a listing of all motions in a folder separate from the minutes, and provide the list to the President.
17. The Recording Secretary will keep a copy of the Constitution and By-Laws, SOPs, Code of Ethics, and Signed Board Director's Code of Conduct Letters
18. After the dues renewal process is closed, send an updated membership list to the Annual Awards Tally & Titles Chair. As new members join during the year, the Recording Secretary should send the updated Roster to the President, Treasurer, Tally Chair, Corresponding Secretary and email list to the Webmaster.
19. The Recording Secretary or the Corresponding Secretary, if the office of Recording Secretary is in question, will notify any officer 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 as stated in Article 111(h).
Board approved February 22, 2014
RECORDING SECRETARY ADDENDUM #1
STCA CLUB MINUTES
The purpose of STCA Minutes is to document all meetings of the Officers and Directors also referred to as the STCA Board. These meetings include all face-to-face meetings and conference calls.
Page set up to be:
Size 100% saved as '97/2003 word document
Arial font 10 points
Top 0.7 inches
Bottom 0.3 inches
Left and right margins 0.8 inches
Use Bold Fact type for:
Titles of Officers in agenda
Titles of Committees for reports
Motions and underlined
Heading and logo
CONTENT: There are three sets of minutes:
a. Archival Minutes – These minutes are very detailed. They contain all reports in full, all business, all voting and are to be kept in a binder in both records of the Recording Secretary and President and are passed to the next officer when that person takes office. Use Template and reformat each report to fit.
b. Website minutes – These minutes are the same as the Archival minutes except that due to sensitivity in voting and other matters considered in executive session certain sections are not published. (Any member may request from the Recording Sec. a set of Archival minutes.)
c. Bagpiper Minutes – These minutes require more time. These are abbreviated minutes. The gist of the report submitted by officer or chair should be captured in 2 to 3 sentences at most. Where archival minutes may be as long as 25 pages for historical record, the Bagpiper minutes should never be more than 3 pages max.
1. Summarize report
2. Do not list committee if no report received
3. Attendance – list last name only under heading
d. The President should proof read all sets of minutes before submission by the Recording Secretary.
Template attached as Addendum #2
The Scottish Terrier Club of America, Inc.
Meeting of the Officers and Directors
Place, City, State
Time (when to when) and Date
PRESENT: List officers and directors indicating absentees