Labrador Retriever Club of Alberta
ARTICLE 1 LEGAL ENTITY
The Labrador Retriever Club of Alberta, herein after referred to as “L.R.C.A.” or “the Club” is incorporated as a not for profit organization under the Societies Act under the laws of the Province of Alberta in which the Club operates.
ARTICLE 2 OBJECTIVES
The objectives of "The Labrador Retriever Club of Alberta" shall be:
a) To promote the Labrador Retriever breed and to assist Labrador Retriever owners with training and competing and to take pleasure in living with their Labradors.
b) To maintain and continue to develop the Labrador Retriever breed standard as described by the Canadian Kennel Club.
c) To promote and develop the interest of all owners and/or fanciers of the Labrador Retriever in the prime activities of the breed such as but not limited to; Field Trials, Hunting Tests, Rally and Obedience Trials, Agility, Conformation Shows, Working Certificate Tests, Public Service and Tracking Tests;
d) To ensure that the breeder/members of the Club maintain the highest ethical standards possible at all times with strict adherence to the Code of Ethics as published by the L.R.C.A.;
e) Through positive Public Relations and Education Programs, to encourage all owners and/or fanciers of Labrador Retrievers to become members of L.R.C.A., so they may become more aware of sound breeding practices, responsible ownership, and proper care and maintenance of the breed, thus ensuring the natural qualities of the Labrador are maintained;
f) To promote the interests of, and uphold the Bylaws of, the Canadian Kennel Club;
g) To ensure that the Club will be conducted or operated for non-profit and any operating surplus or remainder from dues, donations, etc, to the Club shall not serve to benefit of any one member or individual;
h) To promote sportsmanship where members conduct themselves at all times in a manner which reflects credit upon themselves and the breed regardless of the location or the circumstances, but especially while attending a competition, whether as an exhibitor or as a spectator and at Club functions.
Article 3 AFFILIATION
The Club shall work in co-operation with the Labrador Retriever Club of Canada and the Canadian Kennel Club, and may further affiliate itself with organizations devoted to the aims and objectives of the Club, any such affiliation to be approved by the Club in a Standing Resolution to be attached to the Bylaws hereunder.
Article 4 MEMBERSHIP
Section 4.1 Eligibility and Acceptance
Membership in "The Labrador Retriever Club of Alberta” is open to any resident of the Province of Alberta interested in promoting the breed of Labrador Retriever.
(a) Application for membership shall be made upon a form as prescribed by the Board of Directors which may be changed at the discretion of the Board of Directors. The form must be completed in all areas and signed by the applicant(s). Applicants agree, by signature on this form, to abide by the Club's Constitution, Bylaws and Code of Ethics.
(b) The application will be forwarded to the Membership Director accompanied by membership dues for the current year; if application is approved in the last three months of the Club year, the dues will be applied to the following year.
(c) Applicants’ names will be circulated to all members by email and posted in the members’ only section of the website asking if there are any objections.
(d) Any objections from the membership must be in writing and submitted to the Secretary within one month of being published for discussion of the L.R.C.A. Board.
(e) If no objections are received, the final decision on each membership will be made by a two-thirds affirmative Board of Directors vote.
(f) Any individual rejected for membership by the club must be provided with a written explanation.
Section 4.2 Classes of Membership
There are two classes of membership available in the Club; Active and Supporting.
(a) Active Members own a purebred Labrador Retriever, or have owned one in the past. Active members shall be entitled to vote, hold office, be nominated for any of the yearly awards and benefit in all the advantages of this organization.
i. Individual Membership – entitled to one vote
ii. Family Membership – Two adults and any of their children under 18 entitled to two (2) votes only
iii. Life Member –shall be awarded to a member and who have made outstanding contributions to the Club
over a preceding twenty year span. Name of a proposed Life Member is presented at an L.R.C.A. Annual
General Meeting by the Board of Directors for simple majority consent of the members present. Life
Members shall be free from payment of membership fees; subscriptions and assessments. Life members
shall enjoy all the privileges of Active Membership in the Club and are entitled to one vote.
(b) Supporting Members need only have an interest in promoting the breed of Labrador Retriever. No ownership requirements. Supporting Members may not vote at Club Meetings or the AGM hold an executive, director or committee chair position but may vote as a committee member and are eligible for any membership discounts or conditions the Club may choose to offer.
i. Associate Membership – A supporter of the breed.
ii. Junior Membership -must be under 18 years of age.
iii. Corporate Member – An individual or organization whose principal involvement is commercial interest or activity.
iv. Honorary Member – may be awarded to those persons who have made outstanding contributions to the Club or are deemed to be an asset to the Club’s mandate and whose names have been presented at an AGM by the Board of Directors for a two-thirds majority consent of the members present. Honorary Members shall be free from payment of membership fees.
Section 4.3 Membership Entitlements
a. In consideration of Membership dues paid in full, all Club members are entitled:
b. Membership is annual. Multiple year memberships are not offered. Memberships are renewable for the period January 1 to December 31. New members’ fees are annual if the application is processed anytime in the first 9 months. Applications received in the fourth quarter may be approved at a subsequent Executive meeting but do not go into effect until January 1 of the following year.
c. Fees are set by the Board and reviewed every other year. Fees are posted in the Club newsletter and on the Labrador Retriever Club of Alberta website. Fees maybe paid by personal cheque or deposited directly online using the system as determined by the executive.
d. Members shall provide the Club with their correct and proper mailing address, home and cellular telephone numbers and email address at the time of application. Email is the Clubs preferred and principal means of communication with members. Any subsequent change to this information shall be provided to the Club within thirty (30) days of such change.
Section 4.4 Conditions of Withdrawal of Members
A member may be expelled by a unanimous vote of the Board of Directors for conduct detrimental to the Bylaws of the Club. Termination of membership may occur as a result of resignation, failure to renew, expulsion by the club, or as a result of deprivation, suspension, debarment, expulsion or termination of Canadian Kennel Club's Discipline Committee or is known to actively engage in the breeding, buying or selling of Labrador Retrievers which are not purebred for profit.
ARTICLE 5 ORGANIZATION
Section 5.1 Officers
The Officers of the Club must reside in Alberta and shall consist of a President, Vice-President, Secretary and Treasurer. Officers may not hold office in an associated, affiliated or competing organization.
Section 5.2 Executive
The Executive of the Club shall consist of all of the above Officers with the immediate Past President.
Section 5.3 Board of Directors
The Board of Directors of the Club shall consist of the Executive together with the 4 Committee Chairs. Committee Chairpersons must disclose their membership in an associated, affiliated or competing organization.
Section 5.4 Nominations Committee
A nominating committee appointed by the Executive shall be responsible for:
(a) the organization of a call for nominations to be supported by two or more members,
(b) preparation of an electronic ballot (email or telephone),
(c) chair the election process,
(d) present a slate of officers for election,
(e) calling for nominations from the floor which also must be supported by two or more members
(f) conducting the vote and,
(g) announcing the results.
Section 5.5 Elections
Elections of Officers and Committee Chairpersons shall take place biannually at the Annual General Meeting. Terms of office shall be for two (2) years and shall be held as follows:
Odd Numbered Years
Even Numbered Years
Obedience and Rally Chairperson
Membership/Fund Raising Chairperson
Section 5.6 Assumption of Office
Officers to assume office immediately following the AGM.
Section 5.7 Duties of Officers and Chairpersons
(a) Job Descriptions – Shall be produced by the Board as direction and assistance to new Officers and Directors. Job Descriptions shall include notes and tasks and be updated from time to time, reviewed and approved by the Board of Directors.
(b) President -shall be the Chief Executive Officer of the Club and shall preside at all meetings of the members and the Board of Directors and, in the event of a tie, shall cast the deciding vote. The President shall perform the duties incident to the office. The President will contribute a President's Message to each Newsletter. The President shall be an ex-officio member of all committees and shall be one signing authority on the Club's bank account.
(c) Past President -shall act as a resource for the current Board.
(d) Vice President -in the absence of the President, or through inability to exercise their duties, the Vice President will assume the normal duties of the President. The Vice President position is expected to chair significant ad hoc or special committees. The Vice President shall be one signing authority on the club's bank account.
(e) Secretary -shall record minutes of the proceedings and arrange for copies of the minutes and resolutions to be circulated. The Secretary will attend to all correspondence; notices of meetings and prepare agendas. This position is responsible for the overall communication of the Club. The Secretary shall be one signing authority on the Club's bank account.
(f) Treasurer -shall receive all monies· due or belonging to the Club and shall deposit same in a bank and account approved by the Board, in the name of the Labrador Retriever Club of Alberta. All transactions shall require two signatures. The Treasurer shall keep the records of all financial transactions of the Club in an appropriate electronic form allowing for inspection at any time. The Treasurer shall report the financial status of the Club at each meeting and a report for each newsletter and a Financial Statement shall be presented at each Annual General Meeting along with a budget for the next year. The Treasurer will also be responsible for the annual filing pursuant to The Societies Act.
(g) Gundog Chairperson -shall organize and chair gundog trials. The Gundog Chairperson shall prepare a report for each Newsletter and work with the Education Committee as required.
(h) Membership and Volunteer Chairperson -shall send out Applications for Membership through the mail or the Newsletter. Is responsible for receiving and processing all applications and maintaining an up to date membership list. The Membership Chairperson shall prepare a report for each Newsletter about new members and call and encourage members to participate on committees or assist with shows or trials.
(i) Obedience and Rally Chairperson -shall organize and chair Obedience and Rally. Will work with the Show Chairperson in regards to the Obedience and Rally aspect of Specialty Shows. The Obedience and Rally Chairperson shall prepare a report for each Newsletter and work with the Education Committee as required.
(j) Show Chairperson -shall organize and chair the Annual Regional Specialty show and sanction matches as approved by the Club. The Show Chairperson shall prepare a report for each Newsletter and work with the Education Committee as required.
(k) Fund Raising Co-ordinator – shall be a committee member associated with all planned events and all regular or extra ordinary grant applications. The Fund Raising Co-ordinator shall prepare a report for each Newsletter
(l) Vacancy – any vacancy occurring on the Board during the year shall be filled until the end of that term by a member in good standing, as elected by a majority vote of the Board. The exception is the office of President, which will be filled by the Vice President, and the resulting vacancy in the office of Vice President will be filled by the Board internally or by a member in good standing.
(m) Ad Hoc. Committees -shall be for one year terms and may be positions such as Fund Raising, Newsletter and Education and any other committee positions that the Club may designate from time to time.
i. Website and Newsletter -Shall collect, review and arrange the reports for the website and newsletter. The newsletter should be distributed quarterly and the website up to date.
ii. Education -Shall prepare reports for the Newsletter and arrange training activities that have an education standpoint of interest to the membership,
iii. Fund Raising – Develops and implements fund raising programs generally and specifically in association with the committee chairs.
Section 5.8 Indemnification
Every L.R.C.A. Board member or Committee Chairperson, their heirs, executors and administrators and estate and effects respectively, shall at all times, be indemnified and saved harmless subject to the provisions of all applicable statutes, out of the funds of the Club from and against any liability and all costs, charges and expenses that may sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against them for or in respect of the proper execution of the duties of their office.
ARTICLE 6 MEETINGS
Section 6.1 Procedural Authority
All meetings of the Club and its governing bodies and all other matters of practice and procedure not otherwise herein specified, shall be governed by the Common Law of Procedure of Canada as laid down and interpreted in Roberts Rules of Order revised by H.M. Robert (1971) edition.
Section 6.2 Meeting Arrangements
To the greatest extent possible to encourage participation across Alberta meetings shall be held electronically as creativity and current technology so allows. Physical locations in a minimum of Calgary and Edmonton will be identified where members can gather and a blended physical / virtual meeting will be conducted.
Section 6.3 Voting
Only eligible, paid up Active members shall vote at any meeting. Voting by Proxy is not permitted. Unless specifically requested otherwise in advance, voting shall be simple Yeah Nay. An electronic voting system will be arranged if deemed necessary by a majority vote of the Board.
Section 6.4 Meeting Notification / Reminders
Notices are to be given to each member using the preferred method stated as per their membership application. The Club’s delivery system priority is e-mail, text messaging, mail then telephone.
Section 6.5 General Membership Meetings
There shall be two (2) General membership meetings of the Club each year one of which will be the Annual General Meeting.
Section 6.6 Board of Directors Meetings
Will be held 5 times a year approximately every other month. Participation in Board of Directors meeting or conference calls is an integral part of the duties of the Club Officers. If an Officer fails to participate in three (3) of the meetings or conference calls during their term in office, their nomination for office in the following term shall require approval from all other Officers. A reminder to be sent at least 7 days prior to the meeting and a reminder published on the Club’s website.
Section 6.7 Committee Meetings
Are held at the discretion of the committee executive with the intention they be held in between Board of Director meetings. Notice of committee meetings will be given to all members a minimum of seven (7) days prior to the date of such meeting. The dates shall be set and published in the newsletter and posted on The Club’s website for the upcoming year by the Executive.
Section 6.8 Annual General Meeting
The AGM shall be held in the last 45 days of the year or first 45 of the following. The date is flexible to allow scheduling to coincide with existing Labrador Retriever events at that time of the year. A reminder to be sent at least 30 days prior to the meeting and a reminder published on the Club’s website.
Section 6.9 Special General Meeting
The Executive shall call a Special General Meeting at the written request of any ten (10) members for consideration of any special business. Notice shall be given to all members at least twenty-one (21) days prior to the date of such meeting. Such notice will specify the business to be transacted at such meeting.
Section 6.10 Quorums
Three Executive and two members of the Board of Directors shall constitute a quorum at the Board of Directors meetings. Fifteen percent (15%) of the voting membership of the Club, in good standing, present in person or electronically along with any 3 members of the Executive constitute a quorum for the transaction of business at a General Membership or Annual General Meeting.
Section 6.11 Order of Business
The order of business shall be laid down in Robert's Rules of Order, Revised, by H.M. Robert (1971) edition insofar as they are consistent with the provisions of The Societies Act.
ARTICLE 7 FINANCE
Section 7.1 Financial Year
The Financial Year of the Club shall end on December 31st
Section 7.2 Remuneration of Directors and/or Officers
There is to be no remuneration of Directors and/or Officers.
Section 7.3 Banking
The Club shall have an account at a Province wide charter bank offering electronic banking. The style and features subscribed to shall be in the manor recommended by the Treasurer and approved by the Board. The funds of the Club are to be deposited by the Treasurer at any chosen branch of bank.
Section 7.4 Borrowing of Funds
There shall be no exercising of borrowing powers. Debentures can only be issued by special resolution of the members of the club.
Section 7.5 Expenditures
The President and Treasurer of the Club may approve expenditures to a maximum of Three Hundred Dollars ($300.00). The Executive of the Club may approve expenditures to a maximum of Seven Hundred Fifty Dollars ($750.00). Any and all other expenditures must be taken to General or Special Meeting for approval prior to an expenditure being made.
Section 7.6 Audit
Auditors for the Club shall be appointed by the Executive annually and will consist of two (2) members, ideally not members of the Board of Directors. Those members should be reasonably familiar with and qualified in applying the accepted principles of accounting and possess a strong business background. The books of the Society will be audited 2 weeks prior to the designated date of the Annual General Meeting.
Section 7.7 Inspection of Books and Records
The books and records of the Club may be inspected by any members of the Club at the Annual Meeting provided for herein, or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Executive shall at all times have access to such books and records.
ARTICLE 8 LEGAL
The signing authorities of the Club shall be the President, Secretary and Treasurer and any document requiring the official endorsement of the Club shall be deemed to have been duly signed when it bears the recognized signatures of any two (2) of the said officers, normally the President and Treasurer.
The common seal of the Club shall be under the control of the President, Treasurer and Secretary and the responsibilities for its custody and use from time to time shall be determined by these positions.
ARTICLE 9 TERMINATION OF OFFICERS AND MEMBERS
(a) Any member may lay a complaint against a member for alleged misconduct prejudicial to the best interests of the Club (Misconduct). Any accusation, complaint, and/or charges against a Club member must be submitted to the Board of Directors, by registered mail, in care of the Secretary, for. consideration by the Board. A deposit of $50.00 must accompany such complaint or charge. The deposit will be returned if such complaint is substantiated. When such charge or complaint fails, the deposit is forfeited and placed into Club funds.
(b) The Secretary upon receiving a complaint shall, within (30) days, forward a copy of the complaint: along with a notice of hearing to the defendant, the complainant and each member of the Board or appointed committee.
(c) The hearing date shall be set no later than ninety (90) days from date of receipt of the complaint. If the Board holds a hearing, a minimum of three (3) members of the Board must be present. If the Committee holds the hearing at least a majority of the appointed committee shall be present. Should a complaint be laid against an Officer of Director, then the highest ranking Officer that is not a named defendant shall act in accordance with these by-laws.
(d) The Board of Directors shall have the power to suspend or reprimand any member if, in the opinion of the Board, they have violated:
(e) The Board of Directors shall have the right to suspend the membership of a member who, in the opinion of the Board, has committed an act which is considered prejudicial to the objectives and aims of the Club, the Canadian Kennel Club, or the interests of its members or their dogs.
(f) Any member who is suspended from the privileges of the C.K.C. shall automatically be suspended from the privileges of the L.R.C.A. for a like period.
(g) An Officer or Director of the Club may be removed from office by a unanimous vote of the Board of Directors for conduct detrimental to the Bylaws of the Club.
(h) The Board or appointed Committee shall ensure that both the complainant and the defendant are treated fairly and in accordance with the rules of natural justice. Should the complaint be sustained after hearing all the evidence, and testimony presented by the complainant and defendant, the Board or Committee may by a majority vote of those present, impose an appropriate penalty. The Secretary shall within thirty (30) days of the decision advise both complainant and defendant of the results of the Hearing.
(i) Expulsion of a member, Officer or Director from the Club shall be effective at the next following General Meeting of the Club following a proper hearing and upon the recommendation of the Board or Committee being provided as stated in 1 of this Article. The President or the highest ranking0fiicer shall read the complaint and report the findings and recommendations of the Board or appointed Committee, and shall invite the defendant, if present, to speak on her or his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 75% vote of those present shall be necessary for expulsion.
(j) Any person so accused or suspended shall have the right to appeal the decision of the Board to the General Membership via the Club Newsletter and website, within two (2) months of such decision. Notice of a Special General Meeting to hear the appeal will be published at the same time.
(k) Expulsion, when imposed, shall terminate membership for all time. Suspension, when imposed, automatically deprives the member of the privileges of the Club for the period ordered.
(l) No penalty of any kind shall be imposed until such penalty has been agreed upon by majority vote of the Board.
ARTICLE 10 DISBURSEMENT OF FUNDS DUE TO CLUB INACTIVITY
Should the Club remain inactive for a period of two (2) years, written documentation dissolving the Club is to be provided to The Canadian Kennel Club by two previous Board Members. Should membership decide to dissolve the Club written documentation is to be provided to The Canadian Kennel Club signed by at least two-thirds (2/3) of the current paid members of the club who are in favour of this decision: proxies are not permitted.
In the event of the dissolution of the club, other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the club, or any proceeds thereof, nor any assets of the club shall be distributed to any members of the Club. After payment of debts by the club, its property, all assets will be converted to cash and transferred by way of cheque to the Labrador Retriever Club of Canada or failing that the Alberta Junior Handlers.
ARTICLE 11 AMENDMENTS TO THE BYLAWS
An amendment to the Bylaws may be moved by any member. Each proposed amendment must be submitted to the Executive in writing before it can be put before a General Meeting. In accordance to the Alberta Societies Act, any amendment to the Bylaws must have a seventy-five (75%) majority of all voting members, (proxy votes are not permitted) before the change can be effected.
As approved by a 75% majority vote of the general membership September 11, 2011