About LCNW - Constitution and By-Laws

LCNW Constitution

Preliminarily approved at the first meeting of the LCNW, June 15, 1998.
[Final approval at annual meeting on August 29, 1998]. Amended August 25, 2001, to increase number of board members to five (5). Amended August 21, 2004, as follows: Added Montana to Con. Art. I(A) and added Art. I(B)(v). Added Art. B(4) re 21-day notice. Added Art. B(5) re board quorum and e-mail meetings. Added Art. E: board, not pres, appoints committees. Amended May 15, 2005 as follows: Added Art. H: Indemnification clause.

ARTICLE I: NAME and OBJECT

Section A. The name of the Club shall be The Leonberger Club of the Northwest (LCNW). The Club shall include the geographic region defined as follows: Washington, Oregon, Idaho, and Montana, United States of America, as well as British Columbia, Canada.

Section B. The objects of the LCNW shall be:

i. To encourage, promote, and organize activities involving purebred Leonbergers in the region.
ii. To foster education regarding the Leonberger breed and responsible dog ownership.
iii. To promote, uphold, and comply with the objects and policies of the Leonberger Club of America (LCA), written or otherwise.
iv. To encourage sportsmanlike competition at shows, obedience trials, and other events.
v. To facilitate socialization between club members and their dogs.

We are proud to be the first regional club of the Leonberger Club of America (LCA)—the official founding registry and breed club for Leonbergers in the United States."

Section C. The LCNW shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues, fees, or donations to the LCNW shall inure to the benefit of any member or individual. Nor shall the LCNW endorse any privately produced activity, product, or publication.

Section D. Membership shall be automatically comprised of all LCA members within the geographic boundaries of the LCNW, but is also open to any member, in good standing, of the LCA. However, officers of the LCNW must reside within the above defined geographic boundaries.

Section E. The members of the LCNW shall adopt and may from time to time revise such By-Laws as may be required to carry out these objects and applicable laws. No part of this Club's constitution and/or bylaws shall be construed in a manner which conflicts with the rules or policies of the LCA.

Section F. The LCNW shall be operated in affiliation with the LCA. However, the LCNW shall hold the LCA harmless for all acts or omissions of the LCA, its members, volunteers, officers, or Board of Directors, whether those acts are intentional or unintentional. The LCNW shall be responsible for raising funds necessary to achieve its purposes, and shall not seek or accept funds from the LCA, unless in conjunction with an LCA sponsored event.

LCNW By-Laws

ARTICLE A: MEMBERSHIP

Section 1. Eligibility is limited to LCA members in good standing. Membership structure shall comply with the LCA By-Laws, Article I, Section 1.

Section 2. Dues shall be determined by vote of the membership at the annual meeting, but shall in no event exceed the annual dues charged by the LCA.

ARTICLE B: MEETINGS

Section 1. The annual meeting of the Club shall be held not longer than 18 months and not sooner than 6 months after the date of the last annual meeting. The meeting shall be held concurrent with the annual Club specialty show at a place, date, and time specified by the board of directors.

Section 2. Written notice shall be mailed at least 21 days prior to the date of the annual specialty and meeting.

Section 3. The quorum for the annual meeting shall be 10% of the membership.

Section 4. Special Club meetings may be called by the president, or by petition signed by 10% of the membership. Written notice shall be mailed to all members 21 days prior to the special meeting. The board shall determine the time and location for the meeting.

Section 5. After the annual meeting the board shall meet. Other meetings of the board shall be held as designated by the president. Reasonable notice shall be provided to all board members of such meetings. At least three (3) board members must be present for a quorum. A board member who refuses to attend a duly called meeting upon reasonable notice may be replaced by vote of the remaining board members. Upon replacement of the non-complying board member, the meeting of the board may proceed. Board meetings may be held via e-mail exchange among board members.

ARTICLE C: DIRECTORS AND OFFICERS

Section 1. Board of Directors.
The board shall be comprised of five (5) members who reside within the geographic region specified in the Constitution, above. The term of all board members shall expire at the conclusion of the annual meeting. Nominations for board members shall be taken at the annual meeting, immediately followed by a vote of the members. The purpose of the board shall be to set policy for the Club consistent with the purposes of the Club. All policies must conform to the rules and policies of the LCA. Vacancies shall be filled by vote of the remaining board members. The term of any replacement board member shall expire at the next annual meeting.

Section 2. Officers.
There shall be officers, as follows: President, Secretary, and Treasurer. The officers shall be elected by the board from the membership of the board during the board meeting after the annual meeting. The President shall be the chief executive officer responsible for administering the policies of the Club and assuring that the annual meeting and specialty occur. The President shall also make an annual report of the Club's activities and finances to the vice-president of the LCA. The Secretary shall take minutes of all Club meetings and shall handle Club correspondence and show/meeting notices. The Treasurer shall handle all financial transactions including collection of dues and show entry fees, payment of bills, as well as the payment of the annual fee to the LCA Treasury. The Treasurer shall maintain a separate checking account for Club funds and maintain a ledger of income and expenses. Club funds may not be mingled with personal funds of any person. The board may inspect Club financial records upon request. Vacancies shall be filled pursuant to Section 1, above.

ARTICLE D: VOTING AND ELECTIONS

Section 1. Members may vote at Club meetings. 10% of the membership shall constitute a quorum. Voting by proxy is not permitted. A simple majority shall prevail.

Section 2. Nominations for board members shall be taken and voted upon pursuant to Article C, Section 1, above. The Treasurer shall verify payment of dues and residency of any nominee.

ARTICLE E: COMMITTEES

There shall be no standing committees, however, the board may appoint volunteers to assist with organizing Club events.

ARTICLE F: DISSOLUTION

The Club may be voluntarily dissolved at any time by majority vote of the members at a meeting. In the event of dissolution, whether voluntary or otherwise, none of the property or assets of the Club shall be distributed to any Club members, but after meeting all legal financial obligations, any remaining property or assets shall be tendered to a dog related charity.

ARTICLE G: ORDER OF BUSINESS

At all meetings of the Club or the board, the order of business should be as follows: (1) Roll Call; (2) Minutes of the last meeting; (3) Officer's reports; (4) Unfinished business; (5) New Business (including election of board members at general meeting, and officers at board meeting); and (6) Adjournment.

ARTICLE H: INDEMNIFICATION

The Leonberger Club of the Northwest (LCNW) shall indemnify and hold harmless any director, officer or member of the LCNW, and his/her heirs and personal representatives, for any expenses actually and necessarily incurred by him/her, or any judgment levied or settlement made, in connection with any action, suit or proceeding in which he/she is made a party by reason of being or have been a director, officer or member of the LCNW. Such right of indemnification shall not apply to any action, suit or proceeding in which such director, officer or member is adjudged liable for gross negligence or misconduct in the performance of his/her duties as director, officer or member of the LCNW. In the absence of any adjudication which expressly absolves any director, officer or member of liability of gross negligence or misconduct in the performance if his/her duty in any action, suit or proceeding, the LCNW shall grant the indemnification provided herein upon receipt of a written opinion of independent counsel selected by the LCNW, who shall not be an attorney at law regularly employed by the LCNW to the effect that the director, officer or members concerned is not legally liable for gross negligence or misconduct in the performance of his/her duty with respect to the particular instance for which indemnification is sought.