THE NORTH AMERICAN PANDA SHEPHERD ASSOCIATION
ARTICLE I ---- NAME
This association shall be known as " The North American Panda Shepherd Association"
ARTICLE II --- OBJECT
Section 1. The object of the Association shall be to promote the adoption of the "Standard of the Panda Shepherd" as approved by the N.A.P.S.A, the breeders, judges, dog show committees and others as the recognized "Standard" by which this breed shall be judged; to advance and protect, and to improve the interests of this breed by offering prizes, giving and supporting breed and obedience shows, and in general to aid by every way possible demonstrate the abilities of this breed to be a Companion, Tracking, SAR, Police, Herding, Therapy, Assistance, Obedience, Agility, and Lead Dog for the blind.
Section 2. NON-PROMOTION STATUS: The Association shall not be conducted or operated for the promotion of any individual dog or member.
Section 3. NON-PROFIT STATUS: The Association shall not be conducted or operated for the profit and no part of any profits or remainder or residue from dues or donation to the Association shall inure to the benefit of any individual associate.
ARTICLE III ---- MEMBERSHIP
Section 1. NUMBER AND CLASS OF MEMBERS: The Association shall be composed of an unlimited number of regular, lifetime, and honorary associates. All classes of associates are required to abide the Constitution and Breeder’s Code Of Ethics. An associate in good standing is one who’s dues or other financial obligations are paid and is not in violation of the Code of Ethics.
REGULAR ASSOCIATES shall be eighteen (18) years of age and shall be entitled to vote, hold office (if eligible according to Article V, Section 2), and participate in all benefits of the Association. Regular associates are required to pay dues, and give support to the general activities of the Association.
LIFETIME ASSOCIATES may be elected from among the regular members having rendered valuable service to the Association or the Breed. They shall be entitled to all the privileges of the Association; may hold office, if elected, and are entitled to vote. Lifetime members are exempt from payment of dues. A nomination for Lifetime membership must first be submitted in writing to the Board of Trustees and must be approved by a two-thirds majority of the Board before it is presented to the membership for final vote.
HONORARY ASSOCIATES may be elected from among those having rendered valuable service to the Association or to the Breed. They shall have the same privileges as an associate. The nomination for Honorary associate must first be submitted in writing to the Board of Trustees and must be approved by a two-thirds majority of the Board before it is presented to the membership for a final vote.
Section 2. ELIGIBLITY, APPLICATION, AND ELECTON OF MEMBERS: To become a member, the applicant or member of his immediate family must own or co-own a Panda Shepherd, or be enthusiast and supporter of this Breed. Each applicant must be sponsored by a regular or lifetime associate in good standing. The formal application with the initiation fee of ten dollars $10 (US) shall be submitted to the Association on the designated form by the Membership Chairman of the Association. After the applicant has attended an Association meeting and express their interest in joining, their application will be presented and voted on by the membership, within 90 days. After approval, the Secretary and Treasurer will notified within 30 days. Dues and Orientation fees are due with the submission of application Orientation fees are non refundable. Membership Orientation will consist of :
Discussion of the Constitution and By-Laws, Breed Standard, and
Breeder’s Code of Ethics.
Introduction to the Association goals and functions.
Appointment of duties as new associate.
New associates duties: Upon entry into the Association each new associate will be given a duty to perform for the first year of membership. These duties may include the following or any other reasonable association duty.
Mailings ( Envelope mailing of news of shows and accomplishments)
Publicity - To develop a public awareness program for our Breed
Education – To submit articles about dog behavior, training, showing to the Editor of the Newsletter as well as programs for meetings.
Computer Work- Emails, Word Processing, Internet Searches, ect.
Manual Tasks – Helping set up and tear down show sites, for clubs the Pandas are shown at
ARTICLE IV ---- GOVERNMENT
Section 1. MANAGEMENT The general management of the affairs of the Association will be vested in a Board of Trustees to be elected by the members of the association in accordance with the Constitution of the Association. A Board of Trustees shall consist of seven members, including the president, vice-president, secretary, and treasurer. All business shall be presented to the Board of Trustees for consideration if at all possible. The decisions of the Board of Trustees will stand upon the approval of the membership.
Section 2. BOARD OF TRUSTEES:
POWERS: The Board of Trustees shall have the general management of the affairs of the Association.
MEETINGS: The First Meeting of a newly elected Board of Trustees shall be held as soon as practical following the meeting at which it is elected.
Regular Meetings of the Board of Trustees shall be called by the President at least quarterly each year at such time and place as the President deems advisable.
Special meetings of the Board may be called by the President at any time, stating the purpose of the desired meeting.
Special meetings of the Board must be held by the President upon the request of the majority of the Trustees in office, stating the purpose of the desired meeting.
Notice of Special and Regular Meetings of the Board shall be given to every member of the Board at least seven (7) days prior to such meeting.
Quorum Two-thirds (2/3) of the Trustees in office personally present shall constitute a quorum.
Order of Business: At all meetings of the Board of Trustees, the order of business shall be:
READING OF MINUTES
REPORT OF SECRETARY
REPORT OF TREASURER
REPORT OF COMMITTEES
The order of business may be suspended by consent of all Trustees present.
Attendance at Board Meetings: If a Board member shall miss two or more scheduled board meeting, he shall be subject to dismissal and replacement by the remaining members of the Board.
Executive Committee: The Board shall appoint an Executive Committee consisting of the President and no less than two (2) other board members (not necessarily the officers) to transact such urgent business as may arise between meetings. The Executive Committee shall be responsible to the Board for its actions, and it may act by meeting in person, by telephone, by mail, or email, or by such other means as it may deem advisable. All actions of the Executive Committee must be by unanimous consent of all members of the committee, and the Executives Committee shall serve until its successor is appointed.
Auditing Committee: The Board shall have general supervision over all disbursements of the Treasurer and shall appoint an auditing committee, to consist of three (3) associates, who shall audit the accounts and records of all officers or members handling Association funds, and shall report on such audit semi-annually each year in June and December in writing to the Board; and make an annual report in writing at the annual meeting of the Association.
Other Committees: Other committees (except the Nominating Committee which is elected by the Board of Trustees) shall be appointed by the President from among members of the Board or Association, and that committee shall conduct any matters pertaining to the affairs of the committee. These appointments must be approved by a majority of the Board of Trustees.
Appointments: The Board of Trustees shall have power to appoint such assistant officers as it deems advisable for the best interest of the Association. It may delegate to such assistants such duties as it may deem advisable. The assistants are to remain in office at the pleasure of the Board.
Vacancies: The Board of Trustees shall have full power to fill any vacancy on the Board or in the Association offices that may occur between annual elections. Such action requires a two-thirds (2/3)) consent of all Trustees at such meeting.
ARTICLE V ---- NOMINATION AND ELECTION OF OFFICERS AND TRUSTEES
Section 1. NOMINATIONS:
Nominating Committee: The Board of Trustees shall elect at least thirty (30) days in advance of the annual meeting, a Nominating Committee of two (2) regular or lifetime associates and an alternate who shall serve in case of vacancy or absence of regular committee member. The current President is ineligible to serve on the Nomination Committee. This committee shall submit to the Secretary at least thirty (30) days prior to the annual meeting one slate of officers and board members. The secretary will mail this slate to the members at least thirty (30) days prior to the annual meeting.
Other Nominations: Other nominations for officers and Board of Trustees shall be made from the floor and seconded by any regular or lifetime member present at the annual meeting of the associates.
Absentee Nominees: Any associate who is absent from the annual meeting cannot be nominated unless the associate making the nomination has the written consent of the nominee’s willingness to serve. This consent is to be produced upon request.
Withdrawal of Nominees: The withdrawal of a nominee prior to election shall require the Nominating Committee to reconvene and agree upon another nomination.
Section 2. ELIGIBILITY To be eligible for election a member must be nominated as provided in Article V, Section 1. of this Constitution. Required eligibility for the presidency shall be two (2) years active membership prior to the nomination. All other offices including the Board of Trustees shall require one (1) year of active membership. Active membership is defined as giving support to the general activities of the Association.
Section 3. WHEN ELECTED: The officers of the Association and the members of the Board of Trustees shall be elected at the annual meeting of the membership by majority vote of member’s present.
Section 4. HOW ELECTED:
All officers and trustees shall be elected by written ballot and shall hold office until the next meeting at which officers and trustees are elected.
Tellers shall be appointed by the President to distribute, collect, count the ballots, and report the vote to the President. Tellers who have no direct personal involvement in the results of the vote shall be appointed. The results shall be announced by the President and each candidate declared elected. Report of the election shall be entered in full in the minutes.
In event a recount is requested and shows an error which would change the election results, the re-vote will b e taken immediately or at the next regular meeting.
ARTICLE VI---- MEETINGS OF ASSOCIATES
Section 1. ANNUAL MEETINGS: The annual meeting of the members of the Association shall be held during the month of June, the exact date and place to be fixed by the Board of Trustees at least thirty (30) days prior to its date.
Section 2. REGULAR MEETINGS; The date, time, and place of regular members meetings shall be determined by a recommendation of the Board of Trustees and approval of the majority of voting at regular or annual meeting.
Section 3. SPECIAL ASSOCIATE MEETINGS
Special meetings are called by the President at any time, stating the purpose of the desired meeting.
Special meetings must be held by the President upon the request of the majority of the Trustees in office, stating the purpose of the desired meeting.
Section 4. NOTICE OF ANNUAL AND SPECIAL MEETINGS: Notice of annual and special meeting, stating the time and place, must be mailed by the Secretary to every member of the Association at least seven (7) days prior to such meeting.
Section 5. QUORUM: To constitute a quorum, at any meeting of the members of the Association, there shall be at least 8 members present.
Section 6. VOTING: At all meetings of the members of the Association, all question (except such questions the manner of which is regulated by law) shall be decided by an oral vote of the members in good standing present at such meeting; provided, however, that any qualified voter may demand a vote by ballot, in which event it shall be taken immediately. Each regular or lifetime members shall be entitled to one vote which must be cast in person.
Section 7. ORDER OF BUSINESS: At all meetings of the Association, the order of business shall be as follows:
Reading the minutes of the last meeting of the Association
Reading the minutes of the last meeting of the Board of Trustees
Membership approval of Board decisions
Report of the Treasurer
Report of the Auditing Committee (at annual meeting only)
Report of the various committees
Report of the President
Election of officers and trustees (at annual meeting only)
Election of new Associates
The order of business may be suspended by consent of all associates present.
Section 8. CONDUCT OF BUSINESS In case of dispute, all parliamentary practice in conducting the business of meetings of member of the Association, not herein special provided for, shall follow the rules of ROBERTS RULES OF ORDER
ARTICLE VII---AMENDMENT OF THE CONSTITUTION
Section 1. The Constitution may be amended, altered, or repealed by a two-thirds (2/3) vote of the members in good standing present at an annual meeting or a regular meeting of the members, provide, however, that all proposed amendments shall be filed with the Secretary at least thirty (30) days in advance of the meeting at which time the amendment shall be considered, and a copy of same, together with a notice of the meeting shall be mailed to each associate at his last known address at least twenty (20) days in advance of such meeting.
Section 1. The Association may be dissolved at any time by the written consent of two-thirds (2/3) of the associates or by a resolution of the Association adopted by a majority vote at a member; meeting call for that purpose. Notices of such meeting shall be sent by the Secretary by registered mail with return receipt requested at least twenty day in advance. In such case, after payment of all just debts and liabilities of the association and its dissolution in accordance with the corporate laws of the State of Ohio, its assets and properties shall be given to an organization devoted to the benefit of dogs, to be selected by the Board of Trustees.