TASAA Constitution and By-Laws
Section 1. The name of the Association is The Australian Shepherd Association of America, hereafter referred to as the Club or the Association.
Section 2. The objects of the Association are: 1. To encourage the ownership, care and protection of Toy Australian Shepherds, hereafter referred to as the Breed. 2. To encourage members and breeders to accept the standard of the Breed as the only standard of excellence by which the Breed should be judged. 3. To advance and protect the interests of the Breed. 4 To cooperate with other dog clubs, humane organizations and veterinary research organizations towards bettering canine breeding, showing and dissemination of knowledge to the public. 5. All other activities which further the interests of the Breed and the Association.
Section 3. Not for Profit. The Association shall not be conducted or operated for profit, and no part of any profits or remainder or residue from dues or donations to the Association shall inure to the benefit any member or individual.
Section 4. Constitution changes. The members of the Association may, from time to time amend the Constitution and Bylaws by procedures prescribed in the bylaws.
Article I. Members
Section 1. Classes of Membership Members. Any person 18 years of age or older is eligible for membership. Members shall be entitled to one vote, hold elective or appointive office and participate in all activities of the Association. Junior Members. Any person under 18 years of age is eligible for junior membership. Junior members shall not be entitled vote or hold elective office.
Section 2. Application for Membership. a. Applications for membership shall be made in writing to the Association Membership Committee, who will provide blank forms for such applications. Any such application must be signed and shall be accompanied by the dues which will be determined by the Board of Directors. b. The Membership Committee shall notify applicants of the receipt and processing of the application in a timely manner. The Applicants name, address, telephone numbers, e-mail address, website and any other applicable information will be added to the list of all members – a printed copy of which will be provided to new members at the time of notification of membership.
Article II. Meetings
Section 1. Annual Meeting. There shall be at least one Membership Meeting each year. The date for such meeting shall be set by the Board of Directors. Notification by mail and/or e-mail shall be sent to all Members and Junior Members at least 30 days prior to such meeting.
Section 2. Special Meetings. Special Meetings of the Association may be called by the President or by a majority vote of the Board of Directors or upon receipt of a petition signed by 5% or more of the Voting members of the Association by the Secretary. The meeting shall be held at such place, date and hour as determined by the Board of Directors. In case the Board fails to set such a meeting within 30 days of the receipt of a valid petition the Secretary shall set the place, date and hour of the meeting. Written notice of a Special meeting shall be sent to all members at least 14 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose thereof and no other business shall be transacted at such a meeting.
Section 3. Board Meetings. Meetings of the Board of Directors shall be held at such time and places as designated by the President or by affirmative vote of a majority of the Board.
Section 4. Meetings by Mail, Electronic Media and/or Teleconference. The Board of Directors may conduct its business in person, by mail, e-mail, Teleconference, Internet Conferencing or other media. Alternate meeting methods are to be used to facilitate and expedite the affairs of the Association and shall not be used solely to exclude participation of any particular Board Member.
Article III. Officers and Directors
Section 1. The Board. The Board of Directors shall be responsible for the general management of the Association’s affairs. The Board of Directors shall consist of the Officers (the President, Vice President, Secretary and Treasurer), the Chair of the Membership Committee and two Directors at Large. All members of the Board shall be members in good standing. Officers and Directors shall be elected for two-year terms and shall serve until their successors are elected. The terms of all officers and directors begin on the first day of February and end on the last day of the second following January.
Section 2. Vacancies. Any vacancies occurring on the Board during the two-year term shall be filled until the next election by a majority vote of the remaining members of the Board, except that a vacancy in the office of President shall be automatically filled by the Vice-President and the resulting vacancy in the Office of Vice-President shall be filled by the Board.
Section 3. Duties. a. The President shall preside at all meetings of the Association and shall have the duties and authority normally accorded the office. b. The Vice President shall have the duties and exercise the authority of the President in case of the President’s absence or incapacity. c. The Secretary shall maintain the records of the Association and make them available to the Board of Directors and the Membership in a timely manner upon request. The Secretary shall prepare and maintain minutes of all Board and Membership meetings. d. The Treasurer shall maintain the financial records of the Association and report the condition of the Association’s finances at Board and Membership Meetings. The financial records of the Association shall be open for inspection by any Board member at all times. e. The Directors at Large shall perform such duties as determined by the Board.
Article IV. Voting
Section 1. Voting. At the Annual Meeting or at a Special Meeting, voting shall be limited to those members in good standing who are present at the meeting. Proxy voting will not be allowed. Election of Officers, Directors, Amendments to the Association Constitution or Bylaws and Amendments to the Breed Standard shall be decided by written secret ballot by mail. The Board of Directors may submit other specific questions for decision of the members by similar secret ballot.
Article V. Nominations and Elections
Section 1. Nominations.
a. The Board of Directors shall choose a Nominating Committee of three to five Members, not more than one of whom may be a current member of the Board. Selection of these committee members by the Board should, as best as possible, reflect and represent the broad geographic area of the Association. The Board shall name the Chair of this committee. This committee shall conduct its business by mail and, where appropriate, by e-mail.
b. The committee shall nominate from among the eligible members of the Association not more than one candidate for each Officer and Director. The Chair of the committee shall procure the acceptance of each nominee. Geographical representation shall be considered by the committee but it shall not be bound by such consideration.
c. The committee shall submit its slate of candidates to the Secretary not later than 4 months prior to an election. The Secretary shall notify each voting member (by mail or e-mail) of this list of candidates no later than 3 months prior to the election.
d. Additional nominations may be made by written petition to the Secretary indicating the acceptance of the nominee and the signature of at least two other voting members of the Association. Such petition must be received by the Secretary within 45 days of the election.
e. If no valid additional nominations are received within 45 days of the election the committee’s nominees shall be declared elected and balloting shall be required.
f. If one or more valid additional nominations are received by the Secretary within the time limit described above a ballot for the contested position(s) shall be mailed to each voting member no later than 30 days prior to the election.
Section 2. Elections.
a. Ballots shall be counted at a time and place approved by a majority vote of the nominating committee.
b. The candidate receiving the most votes shall be declared elected. In the case of a tie vote, a vote of the Board of Directors shall determine the winner.
Article VI. Committees
Section 1. Appointments.
The Board of Directors may each year appoint standing committees to advance the work of the Association. Special committees may also be appointed by the Board to aid in special projects. All committees are always subject to the final authority of the Board of Directors.
Section 2. Termination.
All committees may be terminated by a majority vote of the Board except for the Membership Committee and the Nominations Committee.
Article VII. Dues
Section 1. Dues.
Membership dues shall be determined by the Board of Directors.
Article VIII. Dissolution
The Association may be dissolved at any time by the written consent of not less than two-thirds of the members. In the event of the dissolution of the Association, other than for purposes of reorganization, none of the assets of the Association shall be distributed to any member or former member. Any assets shall be distributed to a charitable organization (chosen by the Board of Directors) for the benefit of dogs.
Article IX. Amendments.
Section 1. Proposals.
Amendments to the Constitution, the Bylaws and the Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20% of the voting 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 recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.
Section 2. Voting on Amendments.
Voting on Amendments shall be by mailed secret ballot. An affirmative vote of two-thirds of those returning ballots shall be required for adoption of the amendment.
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