Bouvier des Flandres  Club of Canada Inc. 

     

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BdFCC By-laws

 

These By-laws are to generally provide for the conduct of the business and affairs of the Bouvier des Flandres Club of Canada, Inc. (hereinafter referred to as the BdFCC).

 
Article 1 – Power

In the case of any dispute or matter concerning membership or BdFCC business, the By-laws and the official records of the BdFCC shall be final and conclusive evidence of the commencement or termination date of membership and the right to use or benefit from the BdFCC’s services and privileges.

 

Article 2 – Interpretation

As used in this By-Law the following expressions shall have the following meanings:

A)

“Annual meeting” means the Annual meeting of the members of the BdFCC;

B)

“Board” means the Board of Directors of the BdFCC;

C)

“Club” means the BdFCC;

D)

“Club Meeting” shall mean the annual meeting of the members or a General meeting of the Club, as the case may be;

E)

“Director” means any person holding an elected position (i.e., President, Vice-President, Secretary, Treasurer or Regional Director) of the Club;

F)

“Member” means any person who is a member in good standing with the BdFCC and conforms to the code of ethics and objectives.

G)

To publish literature in the interest and education of the Bouvier des Flandres;

 

In this By-Law, and in all other policies of the BdFCC hereafter passed:

A)

words importing the singular gender shall include the plural gender and vice versa, unless the context otherwise requires;

B)

words importing the masculine gender shall include the feminine gender and vice versa, unless the context otherwise requires;

C)

persons shall include firms, corporations and unincorporated associations.

 

Article 3 – Membership

Section 1 – Classification

  

Regular members are any persons eighteen (18) years of age, who are in good standing with the CKC or follows the rules and regulations of such governing registry body and who subscribes to purposes, objectives and code of ethics of the BdFCC.

A member shall be provided with information and receive all privileges provided by the BdFCC and, when in good standing, shall be entitled to receive notice of, attend and vote at BdFCC meetings, and hold office if elected.

Section 2 – Dues
Dues for the fiscal year shall be set by the Board of Directors.  Regular member’s dues for the current year are $25.00 for single, $35.00 for family, consisting of two adults.  Dues shall be payable on or before the first day of January.  No member whose dues are not paid for the current year may vote in any BdFCC matter.  If a new member applies after the first day of September, the membership dues will apply for the following year.
Section 3 – Application
Completed application forms for membership shall be submitted on the application form so provided by the BdFCC.  Accompanying the application must be the dues payable for the current year.  With the application form he/she agrees to abide by the BdFCC’s Constitution, By-Laws and Code of Ethics and the rules of the CKC.  Membership is personal and may not be transferred.
Section 4 – Selection
The name(s) of the applicant(s) shall be published in the BdFCC Newsletter as soon as possible after the receipt of his/her application.  The applicant(s) will receive a letter granting him/her all privileges of the BdFCC, except the right to vote.  Thirty (30) days following the publication of the Newsletter in which the name of the applicant(s) is listed, the applicant will then be granted the right to vote, provided no written objection has been filed.  If an objection has been filed, a hold will be placed on such a person’s application pending expeditious investigation and a report will be submitted within forty-five (45) days to the Board of Directors by the Membership Chairperson, for appropriate action by the Board.
Section 5 – Notification
A letter will be sent to the applicant from the Secretary indicating acceptance or rejection of his/her application.  In case of rejection, all monies submitted with the application will be returned in full.
Section 6 – Membeers in Good Standing
Members in good standing are those that:

A)

are not suspended by the BdFCC or the CKC

B)

have paid all current dues

Section 7 – Termination of Membership
Membership may be terminated by:

A)

resignation - any member in good standing may resign from the BdFCC upon written notice to the Secretary; but no member may resign while in debt to the BdFCC.  Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.

B)

lapsing – a membership will be considered as lapsed and automatically terminated if a member’s dues remain unpaid on the thirty first (31) day of March (90 days) after the first day of the fiscal year; however if the Secretary receives the unpaid dues plus a penalty of half (1/2) the dues not later than August 31st, the member will be reinstated immediately.  The Board may grant an additional 60 days of grace to such delinquent members in meritorious cases.  In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting.

C) expulsion – a membership may be terminated by expulsion as provided in Article 9 of these By-Laws.
Section 8 – Expenses, Income and Property
The income and property of the BdFCC from whatever source derived shall be applied solely towards the promotion and furtherance of the objectives of the BdFCC and no part thereof may be available directly or indirectly as profit or gain to any member of the BdFCC past, present or future, or to any 0persons claiming through any member.

 

Article 4 - Meetings

Section 1 – Annual General Meeting

  

The annual general meeting for the BdFCC shall be held at a place, date and hour designated by the Board of Directors.  It will be held in conjunction with the BdFCC’s specialty show, if possible.  The Secretary shall mail written notice of the annual meeting to each member at least thirty (30) days prior to the date of the meeting.  At the annual general meeting there is to be a complete report of the affairs of the BdFCC and detailed statement of receipts and expenditures of the preceding year, as well as the asset and liabilities of the BdFCC as that the members may be fully informed on the financial of the BdFCC.

Section 2 – Special Meetings
Special meetings of the BdFCC may be called by the President, or by the majority vote of the Board of Directors, or by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing.  Such meetings shall be held at such place, date and hour as may be designated by the Board of Directors.  Written notice of such meetings shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the meeting.  The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted.
Section 3 – Notices
Whenever any notice is required to be given to a member, director or officer, such notice, unless otherwise provide by this By-Law, may be given orally, telephoned, delivered personally, electronically communicated or inserted in any publication circulated to such member.  If such notice is mailed, the same will be given if deposited in a post office or public letter box in a postage paid envelope addressed to the member at such person’s last address as recorded in the books of the Club.  The accidental omission to give notice to any member, of the non-receipt of notice, or any error in a notice not affecting the substance thereof, shall not invalidate action taken at a meeting held pursuant to such notice or otherwise founded thereon.
Section 4 – Quorum
Ten percent (10%) of members entitled to vote at any meeting, (excluding Board Meetings) shall constitute a quorum.
Section 5 – Board meeting
The first meeting of the Board shall be held immediately following the election.  Meetings of the Board shall be held at such dates, times and places are designated  by the board, or may be called by the President, or any three members thereof.  The Secretary shall mail written notice of each meeting to each member of the Board at least fourteen (14) days prior to the date of the meeting.  Quorum for the Board meeting shall be a majority of the Board voting in person, by mail, fax, electronic mail or telephone.
Section 6 – Robert's Rules of Order
Robert’s Rules of Order, current edition, shall govern meetings of the BdFCC and Board, in all cases to which they are applicable and in which they are not inconsistent with these By-laws and any other special rules of order the Club may adopt.
Section 7 – Voting Rights
Each member is allowed one vote at any meeting or election provided that:

A)

he/she is a member in good standing, and

B)

must be present at the meeting; no proxy voting will be allowed.

The exception is the annual election of Officers (Delegate) and Directors and amendments to the Club’s Constitution and By-Laws (and the standard to the breed) which shall be decided by written ballot cast by mail.  No proxy voting shall be allowed.  The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail or in a manner determined by the Board.
Section 8 – Order of Business
Each meeting will be conducted as follows:

1)

Roll call

2) Reading of the last minutes of the General Meeting
3) Reading of the last minutes of the Board of Directors Meeting
4) President’s report
5) Correspondence/Secretary report
6) Treasurer’s report
7) Report of the Committee Heads
8) General Business (Unfinished & New)
9) Elections (if necessary)

10)

Adjournment

Section 9 – Voting
At all meetings of the BdFCC and the Board, unless otherwise herein provided, a majority vote shall prevail.  The chairperson of any general meeting shall not vote except in the case of a tie in which case he/she shall have the casting vote.
Section 10 – Minutes
As soon as possible following each meeting of the BdFCC or the Board, there shall be published the decisions reached by the members or board.  The minutes will be sent to all members within a reasonable amount of time.

 

Article 5 – Board of Directors

Section 1 – Appointment

  

The Board may appoint standing or special committees, as it may be deemed desirable, to advance the work of the BdFCC.  Such committees shall always be subject to the final authority of the Board and chairperson shall be appointed annually.  Special committees may be also appointed by the Board to aid it on particular projects.  Such committees may include:

Section 4 – Vacancies
Any vacancy occurring on the Board or among the officers shall be filled for the unexpired term by a majority vote of the remaining Board members’ except for the vacancy of President which shall automatically be filled by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by a majority vote of the Board.  Any officer who is suspended, deprived, debarred, expelled or terminated from the privileges of membership of the BdFCC or the CKC is required to resign the office held forthwith and, failing such resignation, the Board may vote the office vacant by majority vote.
Section 5 – Duties
The individual Officers and Directors of the BdFCC shall have such further duties and powers as may be delegated to them by the Board providing the said duties and powers are not contrary to the provision of the Constitution and By-Laws of the BdFCC.  The general duties include:
President

The President shall preside as Chairperson at all meetings of the BdFCC and the Board.  He/she shall ensure that all meetings run smoothly and are conducted in a mannerly fashion.  He/she has the power to call special meetings of the Board.  No member may call a meeting of the BdFCC without the consent of the President or his/her designate.  The President shall be a member of all committees designated by the Board.  Subject to the direction of the Board, the President shall manage the operations of the Club, sign such documents as may require his/her signature in accordance with the By-Laws of the BdFCC or otherwise perform such other duties as may be assigned by the Board, and regularly report to the Board on all phases of management and operations of the club.

Vice-President
The Vice-President shall have the duties and exercise the powers of the President in the event of the President’s absence, incapacity or death.  He/she shall perform such duties as may be assigned to him by the President or the Board.
Secretary
   He/she shall keep a record of all meetings, a record of attendance at every meeting of the SVCA and the Board of Directors.  Also a record of all votes taken by mail and of all matters of which a record shall be ordered by the Club; notify members of meetings, notify new members of their election to membership, and notify officers and Directors of their election office.  He/she shall be in charge of all correspondence of the BdFCC, keep a complete membership list, with addresses, and any other duties assigned by the Board and these By-Laws.  No petty cash will be kept but will submit receipts for expense to the Treasurer for reimbursement.  He/she shall be custodian of the seal of the BdFCC.
Treasurer
   The Treasurer shall collect and receive all monies due or belonging to the BdFCC and shall deposit the same in the bank account designated by the Board in the name of the BdFCC.  He/she shall pay out of the funds on hand all debts of the BdFCC by means of cheques counter-signed by the President.  He/she shall keep a monthly tally sheet and report to the BdFCC at all meetings all receipts and expenditures for that month.  These shall be in legal binding and shall be open at all times to the inspection of the Board.  He/she shall prepare a year-end financial statement for the annual meeting and shall surrender the books for audit every year.  The Treasurer shall be bonded in such amount, as the Board of Directors shall determine.
Directors
  

Regional directors from the five (5) regions including British Columbia, the Prairie Provinces (Alberta, Saskatchewan and Manitoba), Ontario, Quebec and the Atlantic Provinces.  Each person must live in the area in which they represent.  The Board of Directors will decide upon the number of directors from each area prior to the election.  The number decided is in relation to the percentage of members from each zone in proportion to the BdFCC’s national membership.  No more than three (3) directors from each zone.  If nomination and election do not fill a regional director position, the Board will appoint person(s) for that position.  The Directors will oversea the proceedings of the BdFCC and that the entire club is functioning in a productive manner.

Should any Director take up residence in any province other than the province or aggregation of provinces he/she was elected to represent, the Board may declare vacant the office held by such director and may appoint a member entitled to vote to fill the vacancy.

Section 6 – Regional Club Liaisons
One person shall be appointed from each regional Bouvier des Flandres Club (British Columbia, Alberta, Ontario and Quebec) to keep both clubs updated on activities of each club.    Each will serve on the board as a voting member of the board.
Section 7 – Violations of Duty
The Board shall have full power to remove any Board appointment for violation of duty by a majority vote of the Board upon written notice to the appointee.  The Board may then appoint successors to such vacancies.
Section 8 – Conducting Business
The Board of Directors may conduct its business by mail, fax, e-mail or telephone conference calls through the Secretary.  Items voted upon by telephone conference call must be confirmed in writing within seven (7) days.
Section 9 – Official Year
The Club’s official year shall begin at the first  (1st) of January and end on the thirty-first (31st) of December. Each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.
Section 10 – Certification of Documents
Contracts, documents or any instruments in writing requiring the signature of the BdFCC shall be signed by two of the executive members including the President, Vice-President, Secretary or Treasurer.  The Board shall have the power, from time to time to appoint an officer or officers of the BdFCC either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.  The seal of the BdFCC when required must be affixed to contracts, documents and instruments in writing as aforesaid or by any officer or officers appointed by resolution of the board of the BdFCC.
Section 11 – Fidelity
The Board may require any director, officer or associate of the Club to give bond for the faithful discharge of his duties, in such form and with such surety or sureties as the Board may from time to time prescribe and unless otherwise provided, the person holding the office of Treasurer shall furnish a surety bond or equivalent acceptable to the Board all the at the expense of the Club.

 

Article 6 – Procedures

The names and offices held by each member must be reported annually to the CKC when renewing together with a copy of any changes to the current constitution and/or bylaws of the BdFCC.  Also the BdFCC is to report any educational projects that have been undertaken in the previous year.

 
Article 7 – Committees
Section 1 – Annual General Meeting

A)

Specialty Planning will be directly in charge of and responsible for all phases of the BdFCC’s specialty show.  He/she may appoint committee person(s) as chairperson (conformation & obedience), publicity, properties, trophy, hospitality, etc.

B) Newsletter shall be responsible for collection information and advertising, publishing and distribution to all BdFCC members.  The newsletter will endeavor to cover activities within the club, member’s news, interesting articles pertaining to dogs (Bouviers in general) and any other items he/she deems worthy.  A newsletter is to be mailed to all members at least four (4) times a year
C) Education is responsible to inform the public and interested person on information on the breed and reputable breeders.
D) Judges Education is responsible to inform judges and upcoming judges about the breed.  Projects may include studies about the breed and an illustrated standard.  He/she will also be responsible for answering questions in regard to the standard.
E) Breedlines Columnist is responsible to submit Bouvier columns and to see that the regional clubs will also submit columns.
F) Membership Chairperson shall be responsible for upkeep and distribution of application forms.  He/she shall bring completed applications to the attention of the Board and general membership for approval.  He/she shall keep a complete membership list and update whenever necessary. He/she will send out membership cards and renewal notifications.
G) Rescue Co-ordinator is responsible for reviewing policies and forms, soliciting members in various areas to assist with rescue and provide foster homes. He/she is responsible for sending information to interested persons about adopting a rescue Bouvier, sending out and receiving applications for adoption, interviewing and screening prospective homes, making sure proper contracts and releases are properly filled out and filed.  He/she will also arrange advertisements for placements and any other items that may need to be done to carry out the office of rescue co-ordinator. He/she is responsible for reporting to the Board of Executives all information on rescue operations and interest.  Included in the reporting is an annual report of the year’s activities for presentation at the Annual General Meeting.
H) Web Site Manager is responsible for setting up and the upkeep of the BdFCC’s official website.  Some items that it may contain are the membership application and breed information.
I) Fund Raising Committee is needed to come up with ideas about raising money for the club.  Raffle and auctions can be co-ordinated with the National Specialty.

J)

Events and Activities is responsible to encourage members and to help co-ordinate events such as grooming seminars, fun days, matches, handling clinics, tracking tests and clinics, herding tests and clinics, temperament testing, agility, sledding, carting, drafting, flyball, health clinics (heart, thyroid, von Willebrands), health seminars, Canine Good Citizen Test, etc.  Also to get members and regional directors to hold boosters for the Bouvier at shows.

k) Awards are responsible to establish membership benefits and to oversee any award programs established by the BdFCC.  He/She will collect information, print and distribute “Club Champion” certificates to qualifying dogs.
Section 2 – Termination
  Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee;  and the Board may appoint successors to those persons whose service has been terminate.
 
Article 8 – Elections
Section 1 – Candidates

 

Any regular member in good standing may eligible for nomination for any office, subject to the provisions contained in these By-laws.  No person may be a candidate in a club election who has not been nominated in accordance with these By-laws, or in any manner other than as provided below.  Any candidate for re-election, whether to the same or any other position on the Board, during the previous calendar year must have attended at least half of the meetings of the Board.
Section 2 – Nomination Ballots
Nomination ballots will be mailed by the secretary to every member in good standing by the first (1st) day of August on odd years.  All nominees will be contacted and the acceptance to stand for election will be returned in writing.  No person shall be a candidate for more than one position.  Nomination ballots will be due back the first (1st) day of October and a list of nominated persons are to be printed in the Fall Newsletter.
Section 3 – Elections

Election ballots of standing parties will be mailed by the secretary to every member in good standing by the fifteenth (15th) day of November.  The listing of all nominees for each position in alphabetical order, with the names of the provinces in which they reside.  Biographical information on each candidate shall accompany the ballot and include such information as residence background as submitted by the nominee. Each ballot will be accompanied by a blank envelope marked “BALLOT” and a return envelope addressed to the Secretary bearing the name of the member to whom it was sent.  So that the ballots may remain secret, each voter after marking his/her ballot, shall seal it in the blank envelope which he/she in turn, shall place it in the second (2nd) envelope addressed to the secretary.  At the annual meeting three (3) members in good standing who neither of the current board nor candidates on the ballot shall be chosen by the members present at the meeting to act as inspectors of the election.  The inspectors of election shall first check the returned envelope against a list of members in good standing.  After this has been done, all outer envelopes shall be opened and discarded prior to opening the blank envelopes containing the ballots, which they should then proceed to count.

Default in supplying or receiving a ballot and/or a return envelope to any member of the non-receipt of whether such papers by any member within the prescribed time shall not invalidate any election held in the manner herein provided.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy shall be filled by the new Board of Directors in the manner provided by ART III, Sec 4.

The Board may designate an independent professional firm to send, receive and count the ballots apart from the Annual Meeting.

Section 4 – Vacancies
In the event no nominations were received for any office, it shall be declared vacant as of December 31.  The newly elected Board may then appoint a member entitled to vote to fill the vacancy(s).
Section 5 – Acclamation
If only one person is nominated for a position, he/she shall be elected by acclamation.  If no one is nominated or runs for a position, the position shall be held by the former member in that position.
Section 6 – Succession
The members of the Board shall hold office from the first day of the year for which they were elected and shall continue to hold office until their successors are elected; provided, however, that an officer shall hold office only so long as he/she shall act in the best interest of the BdFCC and its members.
 
Article 9 - Discipline
Section 1 – CKC Suspension

 

Any member who is suspended, deprived, debarred, expelled or terminated from the privileges of the CKC automatically shall be suspended from the privileges of the BdFCC for the same period.
Section 2 – Charges
Charges may be preferred by any member against another member for alleged misconduct prejudicial to the best interests of the BdFCC or the breed.  Written charges with specifications must be filed in duplicate with the secretary together with a deposit of Twenty Five dollars ($25.) which shall be forfeited if said charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present it at a Board meeting.  The Board shall first consider whether the actions alleged in the charges, if proven, might conduct prejudicial to the best interests of the BdFCC 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 the breed, it may refuse to entertain jurisdiction.  If the Board entertains jurisdiction of the charges, it shall fix a date for the hearing by the Board or a committee of not less than three (3) members of the Board, not less than three (3) weeks and not more than six (6) weeks there after.  The Secretary shall promptly send one copy of the charges to the accused member by registered/certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witness(es) if he/she wishes.
Section 3 – Board Hearing

The Board or committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard.  Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the BdFCC for not more than six (6) months from the date of the hearing, or until the next Annual Meeting if that will occur after six months.  And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion.  In such cases, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing BdFCC’s meeting, which considers the recommendation of the Board or committee.  Immediately after the Board or committee has reached a decision, its findings shall be put in written form and filed with the Secretary.  The Secretary shall in turn notify  each of the parties of the decision and penalty, if any.

Section 4 – Expulsion
Expulsion of a member from the BdFCC may be accomplished only at the Annual General meeting of the BdFCC following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article.  The defendant shall have the privilege of appearing on his/her behalf, personally or through a representative, though no evidence shall be taken at this meeting.  The President shall read the charges and the findings and recommendations, and shall invite the defendant or his/her representative, if present, to speak on his/her behalf.  A representative of the Board will have rebuttal privileges.  The meeting shall then vote by secret written ballot on the proposed expulsion.  A two-thirds (2/3) vote of those present and voting at the annual general meeting shall be necessary for expulsion.  If expulsion is not so voted, the suspension shall stand.
 
Article 10 – Amendments
Section 1 – Proposal

 

A proposed amendment to the Constitution or By-Laws, or the standard of the breed, may be proposed by the Board or by written petition signed by twenty percent (20%) of the members in good standing.  Any proposed amendment shall be published in the next issue of the BdFCC’s newsletter following receipt of such proposal by the Secretary.  Comments from members shall be invited.  No earlier than sixty (60) days nor later than one hundred and twenty (120) days following such publication, the Board shall direct the Secretary to submit the proposal, with its recommendations for vote by the membership on an official ballot in which the voter may indicate his/her choice for or against the proposed action.
Section 2 – Acceptance
The Constitution and By-Laws or the standard for the breed my be amended at any time proved a copy of the proposed amendment has been mailed by the Secretary to each member in good standing on the date of the mailing, accompanied by a ballot on which choice for or against the action to be taken shall be indicated.  Dual-envelope procedures described in Article 5 Section 3 shall be followed in handling such ballots, to assure secrecy of the vote.  The notice shall specify a date not less than thirty (30) days after the date of the mailing (postmark) by which date the ballots must be received by the Secretary in order to be counted.  A favourable vote of two-thirds (2/3) of the members in good standing who return valid ballots with the time limited shall be required in order to effect any such amendment.  Once amended the changes are effective immediately and revised constitution will be sent to all members.
Section 3 - CKC Approval

No amendment to the Constitution and By-laws or the standard of the breed that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the Canadian Kennel Club.

 
Article 11 – Dissolution
The BdFCC may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members.  After payment of debts, the BdFCC’s property and assets shall be given to a charitable organization for the benefit of dogs as selected by the Board of Directors.