By-laws (revised 2016)
Article 1: Interpretation
1. In these By-laws and elsewhere Club Barbet Canada may be referred to as “the CBC” or the “Club”.
2. In all the By-laws of the CBC, the singular shall include the plural and the plural the singular; the masculine shall include the feminine and the feminine the masculine.
3. “AC” refers to Administrative Council.
4. “Officers” refers to members of the AC.
5. “Executive” refers to President, Vice President, Secretary, and Treasurer.
6. “AGM” refers to Annual General Meeting(s).
7. “Majority votes” shall mean 50% plus 1
Article 2: Priority of These By-laws
1. These By-laws shall prevail over any other By-laws, resolutions or policies of the CBC.
Article 3: Name, Area of Operation and Objectives
1. The Club operates under the name “Club Barbet Canada” and its area of operation includes all of Canada.
2. The Club’s mission is to look after the interests of Barbets, to promote the breed, to protect it and to build a network comprising the breeders as a whole and the friends of the Barbet.
3. The objectives of the CBC are:
a) To offer Members of the CBC a democratic process in organizational decision making.
b) To engage as many Barbet owners and breeders as possible.
c) To guide and encourage the members to follow the Code of Ethics of Club Barbet Canada and the Code of Practice of the Canadian Kennel Club for the well-being of the breed.
d) To hold, promote and encourage owners and breeders of the breed to participate in canine events approved by the Canadian Kennel Club.
e) To inform and educate members and the public about the breed.
f) To promote the highest standard of breeding practices to maintain and enhance the integrity of the breed.
g) To provide funds for the necessary care and re-homing of any purebred Barbet in need of such care.
Article 4: Membership
1. Membership Approval Process
To become a member of the CBC, applicants must be approved by the Administrative Council (AC). The AC will consider applicants who support the Club’s mission and share the values of the CBC and agree to abide by the Code of Ethics, By-laws, and Policy and Procedures of the Club. If an application for membership is rejected, a letter of explanation and the reimbursement of the membership fees will be sent to the applicant within 30 days.
Members have limited rights of membership, including the right to participate in the AGMs and certain activities designated by the AC. They may be eligible to be nominated and elected to serve on the AC after they have been a member for a period of one year.
2. Types of Membership
There are three (3) categories of member - Breeder, Individual (non-breeding) and Affiliate. The Breeder’s membership and the Individual membership are voting memberships. The Affiliate membership is a non-voting membership
3. Application for membership
Applicants will complete and submit the application form accompanied by the appropriate payment. This may be done electronically.
4. Membership Year
The membership year is from July 1st to June 30th of the following year.
5. Membership Fees
The AC will set a rate for an Annual Membership Fee to the CBC. Failure to submit payment by the deadline will result in loss of membership.
The CBC maintains the right to impose a surcharge for participation in events to nonmembers of the CBC.
6. Policies and Procedures for Membership
The AC can set policies and procedures dealing with who can be a member, categories of membership, how to apply for membership, membership fees and other related things.
7. Transfers and Withdrawals
Members cannot transfer their membership to another person. Members can resign from membership by giving written notice to the CBC. Members may be expelled from membership by a majority vote of the AC for failure to comply with the Code of Ethics.
Unless authorized at any meeting and after notice for same shall have been given, no Officer or member of the Club shall receive any remuneration for their service.
Article 5: Meeting of Members
1. Annual General Meetings (referred to as “AGMs”)
The CBC must hold an AGM no later than six months from the end of the CBC’s fiscal year.
The purpose of the AGM of the members shall be:
a) To elect members to the AC of the CBC.
b) To present to the members a comparative financial statement relating separately to the period that began immediately after the end of the last completed fiscal year.
c) To transact such other business as may properly be brought before an annual meeting of the members.
2. Other Members’ Meetings
Other meetings of the members may be called by the order of the President or Vice President when serving in the capacity of President.
3. Special Members’ Meetings
Special Members’ meetings can also be called. This requires one-tenth of the voting members to sign a request for a meeting and deliver it to the CBC’s AC.
a) The request must clearly state the purpose for the calling of the meeting and shall be signed by the members and forwarded to the Secretary of the AC and may consist of several documents, each signed by one or more of the members.
b) Upon receipt of the request, the AC shall call forthwith the meeting of the members for the transaction of the business stated in the request.
c) The AC shall not be obliged to call a special meeting if a meeting of the members has already been scheduled for a date within sixty (60) days of the deposit of the request and if the business which is subject of the request is placed on the agenda of the scheduled meeting.
d) If within sixty (60) days from the date of receipt of the request the AC does not call and hold the meeting, any of the members may call such a meeting. At this meeting, only the business stated in the notice may be transacted.
e) If at a special meeting of the members convened by the request, the required quorum of 10% of members is not present within thirty (30) minutes of the time for which the meeting is called, the meeting shall be dissolved.
4. Place of Meetings
Members’ meetings must be held in the Country of Canada.
5. Notice of Meetings
Notice must be given to everyone who is a member not less than thirty (30) days or more than fifty (50) days before the date of the meeting. Notice must include the time and place of the meeting.
When notice is received, generally by the members, the accidental omission to give notice to any one member or the fact that any member did not receive such notice shall not invalidate any resolution passed or any proceeding taken at such a meeting.
6. Agenda of AGM, Regular or Special Members’ Meetings
a) The agenda for each AGM must include the approval of Financial Statements.
The agenda includes the election of Officers, and reports from the AC and committees.
The agenda must also include the general nature of any other business to be dealt with at a meeting.
b) Members can raise any matter at a meeting but they cannot vote on it if it was not included in the agenda. The Chair can rule any discussion out of order if it not relevant.
Members can have something put on the agenda if:
i. it is something that is within the authority of the members to decide.
ii. written notice is given to the CBC at least five days before the deadline for giving notice of the meeting outlined in Section 5.
c) If proper notice is given, the members can make any decision or pass any version of a By-law. They can do this even if the version they pass is different from or contrary to, the original notice of the meeting.
7. Quorum at Members’ Meetings
a) Quorum at members’ meetings means the minimum number of members who must be present, in person or by Proxy, for the Club to hold an official members’ meeting and make decisions or transact any business. If there is no quorum, anything discussed has no official status. However, the meeting can be continued as an information meeting.
b) 10% of voting members registered to the CBC shall make up a quorum at an AGM or for any election of Officers at any other meeting. If there is no quorum, the AC may reschedule the meeting within a notice period of no more than thirty (30) days and not less than seven (7). At this meeting, business may be transacted with a quorum of 10% of voting members.
a) Every member of the CBC with a voting membership, in good standing, with at least one (1) year of membership at the time that the vote is held, is eligible to vote.
b) Proxy Voting is permitted. The AC will distribute a Proxy Ballot to each member along with Notice of the meeting. Each member must clearly select their choice for decisions as identified in the Proxy Ballot and sign the Ballot. They may either request that another person present their Proxy to be taken into consideration as part of the Vote at the meeting, or they may mail their Proxy into the AC in advance of the meeting. No Proxy Vote will be considered on items that have not been identified on the Proxy Ballot. Electronic Voting will be permitted. Process for Electronic Voting is detailed in Policy and Procedures.
c) A majority vote is needed to make any decision, unless it is a By-law.
d) A two-thirds majority of votes is needed to pass or amend By-laws.
e) An abstention is not counted as a vote. A tie vote defeats the motion.
Article 6: Administrative Council
1. Powers and Duties of the AC
a) The Administrative Council (AC) manages and directs the business of the Club. It can use all the powers of the Club, unless the By-laws say that a members’ meeting is needed for a decision to be made.
b) The AC can act only by a decision made at a proper AC meeting. The AC can delegate authority to Officers and committee members.
c) The AC can adopt written policies to govern aspects of the Club’s business. These must be observed by the AC and all members unless the AC decides something else in a specific case. All these policies will be available to members in a Policy and Procedures Document.
2. Number of Officers and Quorum
a) The AC is made up of no less than 7 Officers – three (3) Executive Officers and four (4) Regional Officers.
b) At each Annual Meeting, elections will be held to fill the positions that are being vacated.
c) As per the requirements of the CKC, at each AGM, elections will be held to fill Regional Directors; positions for at least four (4) of the following regions:
i. Atlantic Provinces
iv. Prairie Provinces
v. British Columbia
d) Executive Officers will be elected for a two (2) year term and Directors’ positions will be for a one (1) year term.
e) Quorum at AC meetings means the minimum number of Officers who must be present to hold a meeting and make decisions or transact any business.
f) Three (3) Officers are required to make up a quorum to deal with the business of the CBC.
3. Who Can act as an Officer
a) To be an officer, a person must be a voting member in good standing, at least 18 years of age, for a period of time no less than 1 year.
b) Officers must be elected at a members meeting. People cannot be elected as Officers if they were present at the meeting and refused to accept the office. If absent, a person must agree in writing to be an Officer. They must do this within ten days of the meeting. If not, there is a vacancy on the AC and Section 6.9 of these By-laws applies.
c) No two members from the same household may serve as Officers at the same time.
4. Election of Officers
a) Members elect the Officers. Normally elections take place at the AGM but they can be scheduled for another meeting. If vacancies occur, the AC appoints someone as stated in Section 6.9 of these By-laws.
b) The election is by secret ballot. Members can cast one (1) vote for each position. Voting by “Proxy” will be permitted as stated in Article 5.8. Members must clearly indicate their voting decisions and sign the Proxy. Members cannot appoint someone else to vote for them.
c) If the number of nominees is equal to the number to be elected, or less, the secretary will acclaim the nominees by casting a single vote in favour of all the candidates.
d) There must be a quorum present, either in person or by Proxy, from the start of voting until the votes are counted and the results announced. If there is a tie the vote will be repeated.
5. Nominations Committee
a) Before the meeting to elect Officers, the AC may appoint a Nominations Committee made up of members of the CBC. The committee is responsible for obtaining candidates to run for the AC.
b) Applicants can apply to be nominated by completing an application and signing a document stating that they are prepared to serve as Officers if elected. The Committee can also propose candidates.
c) Members who submit their candidacy for the AC must be nominated by two full members in good standing, shall fill the candidacy proposal and biography form, and ensure that it is received by the Secretary of Club Barbet Canada, a minimum of one month and 5 days before the day the AGM is held. The Secretary shall send the list of candidates with the agenda one month before the date of the AGM.
6. Procedures for Elections
a) The Candidates who receive the greatest number of votes are elected to the AC. The members may appoint “Scrutineers” to count the Votes and announce the results. Scrutineers may not be from the same household or be related to any candidate who is running for an Officer’s position. The number of votes that each candidate got or the order in which they finished should not be announced.
b) A second election must be held immediately if there is a tie for the final position for any type of Officer. In the second election only the candidates who were tied for the final position can be on the ballot.
7. Resignation of an Officer
An Officer can resign by giving written notice, delivered either to the President or to the Secretary.
The resignation will not take effect until the AC accepts it or within thirty (30) days of the receipt of the letter, whichever comes first. The AC must accept any resignation at the first meeting after it is received, unless it is withdrawn.
8. Removal of an Officer
The AC can recommend that the members remove an Officer if the member:
a) is absent from three consecutive AC meetings without permission or proper reason,
b) has broken the confidentiality rules of these By-laws,
c) has not carried out the other responsibilities of an Officer,
d) has broken the CBC's By-laws, or
e) the AC feels that if that person remains an Officer the CBC’s interests will be jeopardized.
The AC must give written notice to the Officer, of the AC meeting held to discuss the recommendation.
The notice must state:
a) the time and place of the meeting, and
b) the reasons for the recommendation.
Notice must be given to the Officer at least seven days before the meeting.
The Officer can appear and speak at that AC meeting. The AC decides and votes on the recommendation without the Officer present. The AC can remove any Officer before the end of the Officer’s term.
Within 30 days of resignation of the Officer, all files held by this Officer must be turned
over to the Secretary.
a) When an Officer is removed:
The AC can elect any qualified person to replace the Officer for the rest of the term of the former Officer.
b) When vacancies occur for any other reason:
If there is still a quorum on the AC, the Officers can appoint a qualified person to the vacant position(s) for the rest of the term.
If no quorum of Officers remains in office, the remaining Officers must call a members' meeting to fill the vacancies. At that meeting the members elect Officers to serve the rest of the terms of the former Officers.
10. Conduct of Individual Officers
Each Officer Must:
a) act honestly, in good faith and in the best interests of the CBC at all times;
b) attend a majority of AC meetings and provide notice when they must be absent;
c) prepare for all meetings and
d) keep confidential and private information about the affairs of the CBC and its members.
Article 7: Meeting of the Administrative Council
Quorum at AC meetings means the minimum number of Officers who must be present to hold a meeting and make decisions or transact any business.
Three (3) Officers are required to make up a quorum to deal with the business of the CBC.
2. Place of Meetings
a) AC meetings must be held in the Country of Canada.
b) Meetings may take place by electronic communication or telecommunication methods.
3. Regular Meetings
a) Unless the AC decides otherwise, the AC will hold a minimum of four (4) meetings per year. Dates will be decided at the previous meeting, or at a regular time set by the AC. There is no need to give notice of regular meetings.
b) A meeting of the AC may be called by the President or any three AC members at any time.
c) Questions arising at any meeting of the AC shall be decided by consensus agreement if possible. If after a reasonable discussion no consensus can be reached, the decision shall be made on the basis of a majority vote of the AC members present and voting or may be tabled for discussion at a future meeting.
d) Meetings of the AC and Members shall be conducted in a fair and democratic manner.
4. Special Meetings
A special meeting can be called by a decision of the AC, by the President, or Vice President, or by a quorum of Officers. Each Officer must be given at least three (3) days written/email notice of a special meeting. The notice must state the general nature of the meeting’s business.
5. Emergency Meetings
A special meeting of the AC can be called on less than three (3) days’ notice if:
a) There is an emergency and
b) A quorum of Officers is present at the meeting.
Emergency meetings can be called only in very unusual circumstances. Notice of an emergency meeting must be given in writing/email, by telephone, or both if possible.
There must be a report to the next regular AC meeting of any decision made at an emergency meeting.
6. Agenda of an Administrative Council Meeting
An agenda should be given to Officers before an AC meeting. The agenda contains the items that the Officers will consider at the meeting. At regular meetings, however, the AC can consider or adopt any motion even if no notice of the item was given.
At special meetings or at emergency meetings, the AC can only consider the business stated in the notice, or the agenda given with the notice.
The Chair of AC meetings can be either the President or another person chosen by the AC.
Each Officer has one vote at AC meetings. A majority vote is needed to make a decision unless this By-law states differently.
9. Minutes of AC Meetings
a) The minutes, or brief summaries, of all AC meetings should be made available to members if requested.
b) Items discussed “behind closed doors” must only be available to AC members unless the AC decides otherwise.
10. Roles and Responsibilities
The President and Vice-President
a) The President:
i. gives leadership to the Club;
ii. follows the decisions approved at AC and members meetings;
iii. coordinates the work of the AC, committees and members.
b) The President and Vice-President work together to carry out the above responsibilities. They decide how they will share them. They review their roles regularly to make sure that they are carrying out all the responsibilities. Their specific duties are stated in their job descriptions.
The Treasurer must understand and review the Club’s finances and report on them to the AC and the members. The Treasurer is responsible for the day-to-day financial management of the Club. The Treasurer’s specific duties are stated in the treasurer’s job description found in the Policy and Procedures guideline.
The Secretary shall attend all meetings of the AC and shall ensure that all facts and minutes of all proceedings are properly recorded.
The Secretary shall give all notices, required to be given, to Officers and to members.
The Secretary shall ensure that all books, papers, records, correspondence, contracts and other documents of the Club are maintained and kept safe.
Specific committees related to diverse projects or events are set up as needed, which will be coordinated by a Club’s officer or by a member appointed by the Administrative Council. These committees, created according to the need, are dissolved when the project or event have been completed.
Article 8 Financial and Legal
1) Fiscal Year
The fiscal year of Club Barbet Canada starts July 1st and ends June 30th of the following year. The AC can change the fiscal year, with the approval of the Membership
2) Signing Officers
a) The President, Vice-president, Treasurer and Secretary will be signing Officers.
b) All cheques or other negotiable documents must be signed by two (2) signing officers. Officers must never sign a blank cheque. Before signing a cheque or other negotiable document, the Officers must ensure that the expense has been properly approved by the AC.
c) Contracts and other significant documents must be signed by two signing Officers. Other documents may be signed by the Secretary alone. If there is any question about whether a document is significant, it will be decided by the AC. Before signing a document, the Officers must make sure that the document has been properly approved. The AC can make a specific decision to appoint any Officers to sign documents for the CBC.
d) Signing Officers must have AC approval before making any commitments, or entering into contracts creating obligations for the CBC.
e) When authorizing a document, the AC can decide its exact form. If it does not, the signing Officers can approve the final document.
Article 9 Discipline
1. Suspension or Loss of Membership
Any member who is suspended, excluded or expelled from the Canadian Kennel Club will be immediately suspended or expelled from Club Barbet Canada.
Any member who does not respect the By-laws or Club Barbet Canada`s Code of Ethics may be suspended with notice.
2. Filing of Complaints Against a Member(s)
Any member may register a complaint against another member. The complaint shall be related to the By-laws or the Code of Ethics. A formal complaint shall be sent to the Secretary of Club Barbet Canada with sufficient information to allow the AC to assess the issue, accompanied by a fee determined by the AC from time to time. This fee is nonrefundable if the accused member is recognized as not guilty by the AC.
3. Process for Complaints
On receipt of the complaint, the Secretary shall send a copy to all members of the AC. The AC shall review and determine if there are sufficient grounds to proceed. If there are sufficient grounds, the AC will inform the defendant and will ask the defendant to provide a detailed explanation in writing. All information provided by either party shall be provided to the other party, including witness statements, proofs and explanations. Following analysis and discussion, the AC will decide equitably while taking into consideration the rules of justice.
The Secretary shall send to all members of the dispute, a report on the status of the complaint, the facts and proofs mentioned during the hearing as well as the recommendations of the Council. Any member may oppose in writing the AC’s decision.
4. Appeal Process
A one-time appeal may be made, in writing, addressed to the Secretary of the AC. The request will be reviewed within the timeline agreed upon by the AC. All parties and members will be notified of the final decision. No further appeals will be accepted and the matter will be deemed closed.
Article 10 Modifications
1. Requirements to Modify the By-laws
Any member of Club Barbet Canada, with the signature of two or more voting members may propose one or more modifications to the By-laws. The proposal(s) shall be made in writing and sent to the Secretary. This (these) proposal(s) will be read and discussed at a meeting of the AC. The AC may comment or submit a modification of the proposal(s) to the members at the next AGM to be further discussed and voted on.
2. Process to Propose Modifications to the By-laws
At the AGM, the proposal(s) is read as well as the comments or modifications(s) of the proposal(s) made by the AC.
A first vote by a show of hands may be done on the proposal(s). If more than 10 members are in disagreement on the proposal(s) the vote will be conducted by a secret ballot. In order to approve the proposal(s), it is necessary to gain 2/3 of the voting members at the AGM. The approved modification(s) shall be sent to the Canadian Kennel Club.
The Secretary shall send to all members the modification(s) in the 60 days following the AGM.
3. Voting on Breed Standard Modifications.
Accepted amendments to the Barbet Breed Standard shall be submitted to the Canadian Kennel Club for approval, as per Canadian Kennel Club Regulations regarding revision of breed standards.
All proposed amendments to the Barbet Breed Standard shall follow a referendum procedure outlining any changes and the reason(s) why. These amendments will be presented to the full membership at an AGM or a Special General Meeting. For any motions to carry, 2/3 of all eligible members present must vote in favor of the changes.
Article 11 Dissolution
1. Process to Follow for Dissolution
Club Barbet Canada can be dissolved anytime in providing the Canadian Kennel Club with all the necessary actions taken during an AGM. 2/3 of the eligible members present shall sign and approve all documents to be provided to the Canadian Kennel Club.
2. Disposal of Assets in the Event of Dissolution of the Club
All goods and assets of Club Barbet Canada shall be given to organizations beneficial to dogs. No goods or assets will be given to members of the Club Barbet Canada. The Administration Council will choose the non-profit-making organization.
Article 12 Rules of Order
The processes of all Meetings are managed according to generally agreed rules of meetings. Rules of Order are outlined in detail in Club Barbet Policies and Procedures.