CONSTITUTION & BY-LAWS OF THE DOBERMAN PINSCHER CLUB OF AMERICA

Effective January 4, 2024

CONSTITUTION

ARTICLE 1: NAME AND OBJECTS

SECTION 1. The name of the Club shall be:

The Doberman Pinscher Club of America.

SECTION 2. The objects of the Club shall be:

1. To promote the public’s knowledge and appreciation of dogs in general and Doberman Pinschers in particular;

2. To produce, publish, and distribute to the general public educational materials about the proper care, treatment, breeding, health, development and training of Doberman Pinschers;

3. To support and promote study and research on the history, character, breeding, genetics and particular health problems of the Doberman Pinscher;

4. To establish a National Data Base of resource materials about the Doberman Pinscher;

5. To further understanding of the disease, defects, injuries and other ailments that afflict dogs in general and the Doberman Pinscher in particular;

6. To acknowledge and advance the critical role of an AKC recognized parent club in providing education, health research and support of rescue and reduction of overpopulation for the benefit of the general public, purebred dogs and Doberman Pinschers in particular;

7. To conduct activities including sporting events, sanctioned matches, specialty shows, obedience and tracking trials, and other such activities and events as may be held under the rules of the American Kennel Club, in furtherance of the above purposes;

8. To otherwise preserve and protect the Doberman Pinscher and to do all things possible to bring its natural qualities to perfect;

9. To urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which the Doberman Pinscher shall be judged

SECTION 3. The club shall not be conducted or operated for profit and no part of any profits or remainder of residue from dues or donations to the Club shall inure to the benefit of any member or of a member’s household.

SECTION 4. The members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.

BY-LAWS

ARTICLE I MEMBERSHIP

SECTION 1. Membership. The Doberman Pinscher Club of America (“Club”) is organized on a membership basis.

SECTION 2. Membership Types and Eligibility. There shall be the following types of membership:

(a) Active Members. This membership is open to all persons eighteen years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of the Club. Only Active Members in good standing shall be allowed to vote, hold any elected office or be a member of the Board of Directors. To be eligible for Active Membership, the member must provide a valid email address to the Club and agree to electronic balloting as a condition of membership.

(b) Junior Members. This membership is open to all persons not less than ten years of age nor older than eighteen years of age who otherwise meet the requirements for Active Membership. Junior Members shall pay dues, but may not vote, hold any elected office or be a member of the Board of Directors. A Junior Member becomes an Active Member when the person attains 18 years of age. A Junior Member may convert their membership to that of an Active Member by providing a written request to the Membership Secretary confirming age eligibility. Junior Members become ineligible for remain a Junior Member upon turning 18 years of age. Junior Members turning 18 years old will be sent a membership renewal during the annual membership renewal process and may continue as an Active Members of the Club by remitting the dues required to be an Active Member.

(c) Honorary Members. The Board of Directors may from time to time designate as an Honorary Member one or more persons who in the opinion of the Board of Directors are worthy of recognition. Honorary members shall not pay dues and may not vote, hold any elected office or be a member of the Board of Directors, but can become or maintain status as an Active Member if he/she otherwise meets the requirements for Active Membership.

(d) Grandfathered Active Members. Notwithstanding the requirement that an Active Member must provide an email address and agree to electronic balloting found in subparagraph (a) of this section, an Active Member who joined the Club prior to 2012 who does not have an email address as of the adoption of these Bylaws may remain an Active

Member of the Club without providing an email address. However, the individual must provide an email address and agree to electronic balloting and otherwise meet the requirements for Active Membership in the event the individual’s grandfathered membership were to lapse and the individual is applying for reinstatement of his or her membership after the calendar year in which his or her membership lapsed. Notwithstanding other provisions of these Bylaws, such grandfathered Active Members (i) will receive mailed notices and (ii) will be given the opportunity to vote (either by mailed ballot or in person) on matters on which Active Members vote. Any such notices or written ballots will be mailed to the address the grandfathered member has on file with the Club.

SECTION 3. Membership Dues.

(a) Dues. Membership dues shall be assessed annually for all membership types; and shall be payable on or before January 1st of each year. The dues for all memberships shall be determined by a two-thirds (2/3) vote of the Board of Directors prior to September 1st of each year in order to take effect the following January 1st. Dues may not exceed $100 for all membership types.

In any year when the Board of Directors has not acted by September 1st to change the amount(s), the dues for the current year shall continue in effect for the following year. The Board of Directors may not increase the membership dues by no more than the greater of (i) five dollars or (ii) five percent (5%) annually.

(b) Notification of Dues. During the month of November, the Membership Secretary shall send to each member a statement of his or her dues owed for the ensuing year. In addition, the amount of membership dues will be published annually in the application packet posted on the Club web site.

SECTION 4. Election of Members and Effective Date.

(a) Election to Membership. During final consideration of an application by the Board of Directors, an applicant must receive a two-thirds affirmative vote of board members conducted either by secret mailed or electronic ballot or an in-person vote in accordance with AKC policy and applicable law. The Board of Directors reserves the right to deny membership for any reason and is not obligated to give reasons for denial of a membership to the applicant. An applicant for Junior Membership does not require election by the Board.

(b) Application for Membership. A candidate for Club membership shall file a membership application with the Membership Secretary. The application must be accompanied by one year’s dues payment for the current year and any additional initiation or processing fees as may from time to time be established by vote of the Board of Directors.

Application for membership shall be made on a form approved by the Board of Directors. The form shall provide that the applicant agrees to abide by the Club Constitution and By-laws, the Club Code of Ethics and the rules of the American Kennel Club. Any voting member of the Club must provide a valid email address to the Club and agree to electronic balloting as a condition of membership.

The application packet will include a copy of the Club Constitution, By-laws and Code of Ethics and will be posted on the Club website. The application for an Active Membership of a Junior Membership shall carry the endorsement of two Active Members in current good standing with the Club. The applicant’s name(s), state, and the sponsors’ names shall be published in the members’ only area on Club website and sent out on a Club Report for the purpose of notifying the current membership of the application and the opportunity to comment on the application.

Active Members will have 15 days from earlier of the date of listing of the applicant on the Club website or publication of the Club Report to provide any comment to the Membership Secretary regarding an application. Any such comments received will be forwarded by the Membership Secretary to the Board of Directors prior to the Board’s vote on the membership application.

(c) Election by Membership. An applicant whose application was rejected by the Board of Directors may be presented by one or both of the endorsing Active Members at the next Annual Meeting. If a quorum is present at that meeting, the applicant’s membership may be approved by the affirmative vote of seventy-five percent (75%) of the voting Active Members in attendance at that meeting. Otherwise, no rejected applicant may again be considered for membership within twelve months after the date of the last such rejection of the applicant by the Board or the membership.

(d) Membership Effective Date -Persons having their membership approved in September, October, November or December are considered to be a member effective January 1st of the following year. In the period between their membership approval and January 1st, the member may exercise all privileges of being a member of the Club except that they may not vote, hold office or serve on the Board of Directors. Otherwise, membership is effective as of the date of approval of the application.

SECTION 5. Rights and Duties of Members.

(a) Rights. Members in good standing have the right to:

(i) vote on Club matters as provided in these By-laws or applicable Michigan law;

(ii) attend Club sponsored events and shows subject to any attendance requirements or event fees; and

(iii) propose an action to be voted on by the Board of Directors by submitting a petition to the President or Recording Secretary in the form of a motion and signed by a minimum of five percent (5%) of Active Members in good standing.

(b) Duties. Members have the duty to:

(i) maintain their Club membership including the payment of annual dues;

(ii) vote on Club matters as provided in these By-laws or applicable Michigan law;

(iii) abide by the Club Constitution, Articles and By-laws, the Club Code of Ethics and the rules of the American Kennel Club; and

(iv) act in the best interests of the Club and the breed.

SECTION 6. Termination of Membership. Membership in the Club may be terminated by:

(a) Resignation. Any member in good standing may resign from the Club upon written notice to the Membership Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each calendar year.

(b) Lapse and Reinstatement. A membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid 31 days after the first day of the calendar year. In no case may a member whose dues are unpaid as of the date of any vote be entitled to vote on that matter. Any individual applying for reinstatement of his or her membership after the calendar year in which the membership lapsed and any individual applying for reinstatement after expulsion from the Club must reapply for membership and otherwise meet the requirements for the membership for which they are then applying.

(c) Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Article II.

ARTICLE II DISCIPLINE

SECTION 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. Charges and Board Review. Any member may refer a charge against a member for alleged misconduct prejudicial to the best interest of the Club or the breed by submitting in writing the charges with specifics, in duplicate, to the Recording Secretary together with a deposit of $500.00 which shall be forfeited in the event one or more of such charges are not sustained by the Board of Directors following a hearing. The Recording Secretary shall promptly send a copy of the charges to each member of the Board of Directors or present them at the next Board Meeting. The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or of the breed, it may refuse to entertain the charges.

SECTION 3. Discipline Hearing. If the Board determines that the alleged conduct is prejudicial to the best interests of the Club or breed if proven, the Board of Directors shall fix a date of a hearing by the Board or a Discipline Committee of (i) not less than three members of the Board or (ii) not less than three members appointed by the Board and consisting of at least one Board member and one member of Club at large to consider the charges The hearing will not be less than 3 weeks nor more than 6 weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail, return receipt requested, or other verifiable method of delivery, together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if the defendant member wishes. The Board or Discipline Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant members shall be treated uniformly in that regard. A disciplinary hearing may be held by remote communication pursuant to Article IV, Section 4(a) provided all parties to the hearing are given the opportunity to attend remotely.

SECTION 4. Penalties Other than Expulsion. Should the charges be sustained after a hearing of all the evidence and testimony presented by complainant and defendant, the Discipline Committee may by a majority vote of those present recommend to the Board that the Board (i) take no action against the member, (ii) issue written reprimands, (iii) assess a fine against the member not to exceed One Thousand Dollars ($1,000), (iv) suspend the defendant member from all privileges of the Club for not more than six months from the date of the hearing, and/or (v) recommend to the membership that the defendant member be expelled. The Board, having held the discipline hearing or acting on the recommendations of a Discipline Committee, will have the sole authority to (i) take no action against the member, (ii) issue any reprimands, (iii) assess fines, (iv) suspend the defendant member and/or (v) recommend to the voting membership that the defendant member be expelled. If the Board decides to recommend to the voting membership that the defendant member be expelled the suspension may be in effect until the later of (i) six months from the date of the hearing and (ii) the next Annual Meeting at which the voting members will vote on the expulsion.

SECTION 5. Recommendation for Expulsion. If the Board or Discipline Committee deems that punishment of reprimands, fines and suspension are insufficient sanctions for the actions of the defendant member, the Board or Discipline Committee may also recommend that the member be expelled. If the recommendation to expel the member is being made by the Discipline Committee that recommendation will be made first to the Board. The Board on its own behalf or upon recommendation of the Discipline Committee, without any further testimony or evidence from the defendant member, may recommend to the voting membership that the penalty be expulsion by majority vote of the Board present at the meeting.

SECTION 6. Recording of Decision and Notice to Parties. Immediately after the Board or Committee has reached a disciplinary decision, its findings shall be put in writing and filled with the Recording Secretary, who in turn shall notify each of the parties of the decision and penalty, if any.

SECTION 7. Member Vote on Recommendation to Expel.  In the event the Board recommends the member be expelled, the suspension of the defendant member prior to the member vote on that recommendation shall not restrict the defendant member’s right to appear before his fellow members at the ensuing Annual Club meeting at which the expulsion recommendation of the Board will be considered.

Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club. The Defendant shall have the privilege of appearing on the member’s own behalf though no evidence shall be taken at the Annual Meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant member, if present, to speak on the member’s own behalf subject to such time limits as may be placed on the presentation by the President but in no event shall the defendant member have less than 5 minutes to present. For purposes of votes to expel a member, the voting members in actual attendance at that Annual Meeting shall constitute a quorum and will vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those voting members present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not approved by the voting members, any other reprimands, fines and other suspensions levied against the defendant member will remain in effect.

ARTICLE III MEETINGS

SECTION 1. Annual Meeting of the Members. The Annual Meeting of the Club shall be held on such date and at the place and hour as designated by the Board of Directors, which, if possible, will be the first Monday of the National Convention of the Club held in conjunction with the Club’s Specialty Show. The Annual Meeting will be held for the purpose of certifying the election of Directors, officers and AKC Delegate; presenting to the members a copy of the Club’s financial report for the preceding fiscal year; and for the transaction of other business properly brought before the meeting. Written notice of the annual meeting shall be delivered by the Recording Secretary to each member of record that is entitled to vote at the Annual Meeting at least thirty (30) days prior to the date of the meeting. The quorum for the Annual Meeting shall be five-percent (5%) of the Active Members in good standing or fifty (50) Active Members in good standing, whichever shall be less. If (i) the quorum at the Annual Meeting is less than ten-percent (10%) of the Active Members in good standing and (ii) a motion is made and approved by the Active Members at the Annual Meeting requesting that an action, other than the election of board of Director members or officers, on which a vote was taken be submitted to the entire Active Membership, the action shall be sent to the entire Active Membership for vote thereon before the approval or disapproval of that action shall be deemed effective.

SECTION 2. Special Meetings of the Members. Special Meetings of the Members may be called by (i) the President; (ii) by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail; and (iii) shall be called by the Recording Secretary upon receipt of a petition signed by twenty-five percent (25%) of the Active Members of the Club who are in good standing. Any request for Special Meeting of the Members must state the purpose or purposes of the proposed meeting and can only be called to address actions on which the Active Members are entitled to vote. Such Special Meeting shall be held at such hour and place as may be designated by the President, or by a majority vote of the Board of Directors if the Special Meeting of the Members is being called by the Board. Notice of such Special Meeting of the Members shall be delivered by the Recording Secretary to each member of record that is entitled to vote at that meeting at least fourteen (14) days and not more than thirty (30) days prior to the Special Meeting. The notice of the Special Meeting of the Members shall state the purpose of the meeting and that no other club business may be transacted at the Special Meeting. The quorum for such a Special Meeting shall be five-percent (5%) of the Active Members in good standing or fifty (50) Active Members in good standing, whichever shall be less. If the quorum at the Special Meeting of the Members is less than ten-percent (10%) of the active members in good standing and a motion is made at the Special Meeting of the Members on which a vote is taken, the motion shall be sent to the entire membership entitled to vote for a vote thereon before the action set forth in such motion shall be deemed effective.

SECTION 3. Board Meetings and Quorum. The first meeting of the Board shall be held immediately or as soon as may be practical following the Annual Meeting. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Notice of each such meeting shall be mailed or emailed by the Recording Secretary to each member of the Board at least ten (10) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board entitled to vote.

A special meeting of the Board of Directors may be called by the President of the Board by providing electronic notice to each member of the Board at least 48 hours before the special meeting. The notice will indicate that purpose for which the meeting will be held. No other matter other than that stated in the notice may be taken up at that special meeting of the Board.

SECTION 4. Conduct of Meeting of the Board. Meetings of the Directors will be presided over by the President. The Recording Secretary or an Assistant Recording Secretary of the Club or, in their absence, a person chosen at the meeting will act as secretary of the meeting.

(a) Participation by Remote Communication. A Director may participate in a meeting of the Directors by conference telephone or other means of remote communication if all individuals participating in the meeting may communicate with the other participants. Participation in a meeting under this section constitutes attendance in person at the meeting.

(b) Action by Unanimous Written Consent. Any action required or permitted to be taken at a regular or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors unanimously consent in writing, including by electronic transmission such as email, to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Directors.

SECTION 5. Compensation of Board. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, consistent with policies adopted by the Board.

ARTICLE IV DIRECTORS AND OFFICERS

SECTION 1. Board of Directors. The Board of Directors shall be comprised of the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Membership Secretary, Treasurer, Delegate to AKC and six (6) other persons, all of whom shall be active members of the Doberman Pinscher Club of America in good standing for at least three (3) previous consecutive years, and U.S. residents. There shall be no limitation on the number of consecutive terms they may serve if elected by the membership. The aforementioned Officers of the Club shall be elected as otherwise provided in these bylaws for two-year terms which terms will commence immediately after the Club’s Annual Meeting at which his or her election is certified and shall continue until his or her successor is elected. The six (6) other Directors shall serve on a rotating class basis, three (3) Directors being elected each year for a two-year term. These Directors will be elected as otherwise provided in these bylaws and their terms will commence immediately after the Club’s Annual Meeting at which his or her election is certified and shall continue until his or her successor is elected. The general management of the Club’s affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The Club’s Officers shall consist of a President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Membership Secretary, and Treasurer. There will also be elected a Delegate to the American Kennel Club (“AKC”).

(a) President. The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Constitution and By-Laws.

(b) First Vice President. The First Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.

(c) Second Vice President. The Second Vice President shall be responsible for Chapter Club affairs and shall maintain a roll of the local Chapter Clubs along with their constitutions and By-Laws and membership rosters. The Second Vice President shall act as Chairman at meetings of the Chapter Club executive Committee and take minutes and maintain records of such meetings. The Second Vice President shall also maintain a roster of Chapter Club show dates and assist Chapters with show planning. Further, the Second Vice President shall maintain a roll of Chapter Delegates and their alternates. Such information required must be supplied by the local Chapter Clubs to the Second Vice President in writing within ten days following their annual meeting and election of officers.

(d) Recording Secretary. The Recording Secretary shall make and preserve the records of all meetings of the Club and of the Board and of all votes taken by mail, phone, facsimile or electronic means, and of all matters of which a record shall be ordered by the Club. The Recording Secretary shall record minutes of Club meetings and the annual meeting or any special meetings and shall assist in the preparation of such records as are necessary for conduct of the Club’s business.

(e) Corresponding Secretary. The Corresponding Secretary shall have charge of the general correspondence of the Club and carry out such other duties normally ascribed to the position.

(f) Membership Secretary. The Membership Secretary shall receive applications for Active Membership and prepare a monthly list of applicants and their endorsers for action by the board. The Membership Secretary shall notify all new Active Members of their election to active membership. The Membership Secretary shall coordinate with the Treasurer and transmit all dues from new active members to the Treasurer promptly. The Membership Secretary will maintain a roll of members of the Club.

(g) Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the Club. The Treasurer shall deposit the same in a bank approved by the Board, in the name of the Club. The Treasurer’s books shall at all times be open to inspection of the Board and the Treasurer shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported. At the annual meeting, the Treasurer shall render an account of all moneys received and expended during the previous fiscal year.

(h) AKC Delegate. The AKC Delegate shall serve on the Board of Directors and have one vote thereon. The Delegate shall attend the quarterly meetings of the AKC Delegates and shall represent the Club in such votes as may come before that group. The Delegate shall hold no other position as an officer or director of the Club.

SECTION 3. Appointees. One (1) or more persons may be appointed by the Board of Directors to assist the officers listed above in the performance of their duties.

SECTION 4. Resignation and Removal. Any director, officer or the AKC Delegate may resign by giving notice to the President, or if the President is resigning by giving notice to the First Vice President. Any Director, officer or the AKC Delegate may be removed with cause by a unanimous vote of the other Directors then in office. Any resignation or removal will be effective immediately, unless a date is designated in the resignation or the action to remove.

SECTION 5. Vacancies. Any vacancies occurring on the Board of Directors or among the Officers shall be filled by a majority vote of the remaining members of the Board. Notwithstanding the preceding, any vacancy in the office of the President shall be filled by the First Vice President and the resulting vacancy in the office of the First Vice President shall then be filled by a majority vote of the Board of Directors. Any board or officer position that is filled as prescribed in this Section shall only be filled by appointment or ascension until the next scheduled election. At the next scheduled election, those position(s) filled by appointment or ascension will be placed on the ballot allowing the membership their right to vote for those positions. The required staggered election cycles for all positions found in Article IV, Section 1 will be maintained. Therefore, elections for position(s) may occur in consecutive years.

SECTION 6. Exhibiting or Handling at the National Specialty. No Show Chairman shall handle dogs at any DPCA National Specialty Show.

ARTICLE V CLUB YEARS, VOTING, NOMINATIONS, AND ELECTIONS

SECTION 1. Club Years. The Club’s fiscal year shall begin on the 1st day of October and end on the 30th day of September. The Club’s official year shall begin immediately upon the conclusion of the certification of the election at the Annual Meeting and shall continue through the certification of the election at the next Annual Meeting. The elected officers, directors and AKC Delegate shall take office immediately upon the certification of the election at the Annual Meeting and each retiring officer shall turn over to their successor in office, all properties and records relating to that office within 30 days the Annual Meeting.

SECTION 2. Voting. Voting at the Annual Meeting or at a Special Member Meeting shall be limited to those Active Members in good standing who are present at the meeting. Voting for the election of officers, AKC Delegate and Directors shall be limited to those Active Members in good standing at the time of the election.

Except as otherwise provided in these By-laws and Michigan law, voting members will vote on:

1. The election of Club Directors, Club Officers, and the AKC Delegate;
2. Amendment(s) and restatement(s) to the Club Constitution, Articles and By-laws; and
3. The Doberman Pinscher Breed Standard

Voting at special club meetings is prohibited except as otherwise provided for elsewhere in these By-laws.

Each motion presented at any Annual or Special club meeting shall be decided by an electronic (email) vote of the voting members in good standing, by secret ballot cast by mail, or in accordance with AKC’s policy on electronic balloting for AKC Parent Clubs, or as provided for elsewhere in these By-laws, as may be determined from time to time by the Board of Directors. The Board of Directors may decide by a two-thirds vote to submit specific questions by email to the voting members in good standing for consideration by written ballot cast by mail or in accordance with AKC’s policy on electronic balloting for AKC Parent Clubs. Any decision made as a result of a mailed or a transmitted electronic ballot shall be decided by a plurality.

SECTION 3. Elections. The elections of officers, directors, and the AKC Delegate shall be in accordance with these By-laws and all elections shall be by secret ballot cast by mail or in accordance with AKC’s policy on electronic balloting for AKC Parent Clubs and the results will be reported at and certified at the Annual Meeting. A ballot shall be received by the professional service designated by the Board of Directors on or before August 18th, or such other time as is designated by a majority vote of the Board of Directors, in order for a vote cast for any director or officer position on that ballot to be valid and counted. The person receiving a plurality of votes for any contested office, director or AKC Delegate position shall be elected.

SECTION 4. Nominations and Ballots. No person may be a candidate as a Director, officer or AKC Delegate in a Club election who has not been nominated in accordance with these By-Laws.

(a) Nominating Committee. A Nominating Committee shall be chosen by the Board of Directors before April 1st,, or such other time as is designated by a majority vote of the Board of Directors. The Committee shall consist of three (3) members and two (2) alternates, all in good standing, no more than one of whom shall be a member of the current Board of Directors. The Board shall name a chair for the Nominating Committee. The Nominating Committee may conduct its business by mail or telephone.

(b) Duties of Nominating Committee. The Nominating Committee shall nominate from the eligible members of the Club, one candidate for each office and for each other position on the Board of Directors and a candidate for the Delegate to the American Kennel Club and shall procure written acceptance of each nominee so chosen and biographical data of each nominee. The Nominating Committee shall consider geographical representation on the Board to the extent that it is practicable. The Nominating Committee shall on or before May 15th,, or such other time as is designated by a majority vote of the Board of Directors, submit its slate of candidates to the Recording Secretary, or his/her designee, who shall deliver the list to each member of the Club on or before June 1st,, or such other time as is designated by a majority vote of the Board of Directors, so that additional nominations may be made by the members if they so desire.

(c) Nomination by Members. Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his regular address on or before the date July 1st, or such other time and place as is designated by a majority vote of the Board of Directors, signed by ten voting members and accompanied by the written acceptance of each such additional nominee signifying the nominee’s willingness to be a candidate. No person shall be a candidate for more than one position and the additional nominations which are provided for herein may be made only from among those members who have not accepted the nomination of the Nominating Committee.

(d) Uncontested Slate. If no valid additional nominations are received by the Recording Secretary on or before July 1st, or such other time as is designated by a majority vote of the Board of Directors for the acceptance of nominations by members, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting and no member ballots shall be required.

(e) Contested Election. If one or more valid additional nominations from members are received by the Recording Secretary on or before July 1st, or such other time as is designated by a majority vote of the Board of Directors for the acceptance of nominations by members, then the Recording Secretary, or his/her designee, shall on or before July 15th, or such other time as is designated by a majority vote of the Board of Directors, send via electronic mail to each voting member in good standing a ballot listing all of the nominees for each position in alphabetical order. So that the ballots remain secret, each voter shall complete the electronic voting process as instructed. The designated professional service shall check the returns against the list of voting members in good standing prior to counting the electronic votes cast and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the annual meeting.

(f) Exclusive Nomination Process. Officer, director and AKC Delegate nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

(g) Notice to Elected Officers, Directors and AKC Delegate. The persons elected as Directors, officers and AKC Delegate will be notified of their election by September 1st or as soon as practical thereafter if the election results have yet to be tabulated.

ARTICLE VI COMMITTEES AND APPOINTMENTS

SECTION 1. Board Committees. The Board of Directors may designate other Board committees consisting wholly of Directors as committee members, as it deems appropriate. The Board committees will have the powers or authority of the Board in the management of the business and affairs of the Club as the Board delegates to them, except as limited by these By-laws, by law or by Board resolution.

SECTION 2. Non-Director Committees. The Board of Directors may designate other committees consisting, in part, of individuals who are Members, Directors or officers of the Club and some or all of whom may be other individuals who are not Members, Directors or officers of the Club. Committees appointed under this section may not exercise the power or authority of the Board in the management of the business and affairs of the Club but may perform under the direction of the Board those functions determined from time to time by the Board. These committees may advance the work of the Club in such matters as dog shows, obedience trials, tracking tests, trophies, annual prizes, membership and other fields. The actions of any such committee shall always be subject to the final approval and authority of the Board.

SECTION 3. Committee or Appointment Termination. All committees, and each member thereof, will serve at the pleasure of the Board of Directors. The Board of Directors will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence of any committee. Any committee appointment may be terminated by a majority vote of the Board upon written notice to the appointee. Regular or special meetings of any committee may be held in the same manner provided in these By-laws for regular or special meetings of the Board of Directors, and a majority of any committee will constitute a quorum at the meeting.

ARTICLE VII AMENDMENTS

SECTION 1. Member or Board Initiated. Amendments to the Constitution, Articles and By-Laws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent 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 voting members with recommendations of the Board by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.

SECTION 2. Member Vote. The Constitution, Articles and By-Laws and the Standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each voting member accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The notice shall specify a date not less than 30 days after the date of mailing by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of two-thirds of the members in good standing whose ballots are returned within the time limit shall be required to affect any such amendments.

The procedures specified in Article V, Section 4(e) shall be followed in handling such ballots, to assure secrecy of the vote. Amendments to the Constitution, Articles, By-laws, and Standard for the breed may also be voted on electronically by the voting members as provided by these By-laws and/or Michigan law.

SECTION 3. AKC Approval. No amendment to the Constitution, Articles and By-Laws or to the Standard for the breed that is adopted by the Club shall be effective until it has been approved by the Board of Directors of the American Kennel Club.

ARTICLE VIII

DISSOLUTION

The Club may be dissolved at any time by the written consent of not less than two-thirds of the voting members. In the event of the dissolution of the Club, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club, but after payment of the debts of the Club its property and assets shall be given to a charitable organization recognized as a public charity under Federal tax law for the benefit of dogs, selected by the Board of Directors.

ARTICLE IX ORDER OF BUSINESS

SECTION 1. At meetings of the Club, the order of business so far as the character and nature of the meeting may permit shall be as follows:

• Roll Call
• Minutes of the last Meeting
• Report of President
• Reports of the Secretaries
• Report of Treasurer
• Report of Committees
• Unfinished Business
• Items Requiring Member Vote
• Certification of the Election of Directors, Officers and AKC Delegate (at the Annual Meeting)
• New Business
• Adjournment

SECTION 2. At meetings of the Board, the order of business; unless otherwise directed by a majority vote of those present; shall be as follows:

• Reading of Minutes of last meeting
• Reports of the Secretaries
• Report of Treasurer
• Report of Committees
• Unfinished Business ? Items Requiring Board Vote
• New Business
• Adjournment

ARTICLE X RULES OF ORDER, HOLIDAYS AND GOVERNING LAW

SECTION 1. Rules of Order. All meetings and parliamentary procedures shall be conducted in accordance with the latest edition of “Robert Rules of Order”, unless this is in conflict with the requirements of this Constitution, Articles or By-Laws, in which case the Constitution, Articles or By-Laws shall take precedence.

SECTION 2. Holidays. In the event that any performance is required by the By-Laws to occur on a weekend or legal holiday, such performance shall be deemed in compliance if it occurs on or before the next date that is not a weekend or legal holiday.

SECTION 3. Governing Law. Notwithstanding anything in these By-laws, the laws of the State of Michigan will apply to the governance of the Club.

SECTION 4. Mailings. Unless otherwise specified the words “mail, mailed and mailings” used within this document are defined as any type of postal/shipping service for home/office delivery or electronic mail as allowed by these By-laws or Michigan law.

ARTICLE XI CHAPTER CLUBS

SECTION 1. Chapter Club. A local Doberman Pinscher Specialty Club, wishing to become a local Chapter Club must have ten (10) or more members and must have received recognition from the American Kennel Club to hold B-Sanctioned events. It shall expressly agree to incur no indebtedness on the part of the Doberman Pinscher Club of America. Chapter Clubs shall pay an annual affiliation fee. The fee shall be payable on or before January 1st of each year. The fee amount is stated in the renewal sent by the DPCA Membership secretary. The fee amount shall be determined by a two-thirds vote of the DPCA Board of Directors prior to September 1st of each year in order to take effect the following January 1st. In any year when the Board of Directors has not acted by September 1st to change the amount(s), the fee for the current year shall continue in effect for the ensuing year. The Board of Directors may not increase the annual affiliation fee by no more than the greater of (i) five dollars or (ii) five percent (5%) annually.

SECTION 2. Eligibility to be Officer or Delegate. All Officers and delegates of Chapter Clubs shall be a DPCA member. If not; they shall apply for DPCA membership within 30 days of their election and approved for membership.

SECTION 3. Chapter Club Executive Committee. Each Chapter Club may select a delegate (and an alternate delegate) and the delegate when recognized by the DPCA shall become a member of the Chapter Club Executive Committee. The Chapter Club Executive Committee shall meet at the DPCA National annually and may be called into meeting by the President or by petition of any ten members of the Chapter Club Executive Committee filed with the Second Vice President. This Committee may initiate other policy recommendations on matters governing the approval of show dates for local clubs, acceptance of new Chapter Clubs, and standards a Chapter must maintain to retain Chapter status. This Committee may initiate other policy recommendations as it may deem wise and submit such recommendations to the Board of Directors. Only Chapter Clubs shall be permitted to give DPCA awards at their Specialty Shows.

ARTICLE XII INDEMNIFICATION

SECTION 1. Indemnification. The Club will, to the fullest extent permitted by law, indemnify any Director, officer or AKC Delegate of the Club (and, to the extent provided in a resolution of the Board of Directors or by contract, may indemnify any volunteer, employee or agent of the Club) that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit or proceeding by reason of the fact that the person is or was a Director, officer, AKC Delegate, volunteer, employee or agent of the Club, or is or was serving at the request of the Club as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, for expenses, including attorneys’ fees (which expenses may be paid by the Club in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club or its Members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

SECTION 2. Right to Continue. This indemnification will continue as to a person who has ceased to be a Director, officer or AKC Delegate of the Club. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Club to the extent provided in a resolution of the Board of Directors or in any contract between the Club and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, AKC Delegate, volunteer, employee or agent of the Club will inure to the benefit of the heirs and personal representatives of that person.

ARTICLE XIII CONFLICTS OF INTEREST

SECTION 1. Disclosure. When a member of the Board, an officer or AKC Delegate is affiliated with an organization seeking to provide services or facilities to the Club, or when a member of the Board, officer or AKC Delegate has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Directors and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member, officer or AKC Delegate or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.

SECTION 2. Voting. Any Board member, officer or AKC Delegate having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, however, he or she may be counted in determining a quorum for the meeting at which the matter is voted upon, as permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, whether his or her presence was counted in determining a quorum, and whether comparability data was considered and used as a basis for making the decision. The comparability data should be attached to the minutes and made a part of the record.

SECTION 3. Statement of Position. The foregoing requirements should not be construed to prevent a Board member, officer or AKC Delegate from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.

SECTION 4. Loans and Guarantees. The Club will not provide loans to or guarantee obligations of an officer, Director or AKC Delegate of the Club, unless expressly permitted under Michigan law.