ARTICLE I
Name and Objectives

SECTION 1. The name of the Club shall be the American Norfolk Terrier Association.

SECTION 2. The objectives of the Club shall be:

(a) to educate others about this hardy breed, encouraging an appreciation of the Norfolk’s right to be a true sporting terrier;

(b) to protect and advance the interests of the Norfolk Terrier through the promotion of responsible ownership and well-thought-out breeding practices which ensure the continued physical soundness and mental stability of the breed;

(c) to conduct matches, sporting and educational events which promote not only the versatility of the breed but goodwill and friendly competition among Club members.

SECTION 3. The Club shall not be conducted nor operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

SECTION 4. The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.

BYLAWS

ARTICLE I
Membership

SECTION 1. Eligibility. There shall be one type of membership, open to all persons eighteen years of age and older and who subscribe to the purposes of this Club.

SECTION 2. Dues.

(a) Membership dues shall be as set by the Board from time to time. The Treasurer shall send each member a statement of his or her dues for the ensuing year.

(b) A member is considered in good standing when the member is current on dues, has no outstanding debt to the Club, and is not under sanction by the Club as provided by Article VI. Standing is evaluated as of a meeting date for a quorum count or vote and due date for a written ballot. No member who is not in good standing may vote or be included in a quorum count.

SECTION 3. Application.

(a) Each applicant for membership shall apply on a form approved by the Board of Directors and which shall provide that the applicant agrees to abide by the Constitution and Bylaws. The application shall state the name, address and canine experience of the applicant and it shall carry the endorsement of two ANTA members.

(b) Applications shall be voted on by the Board of Directors either at a Board meeting or by written ballot. A simple majority shall be required to elect an applicant.

SECTION 4. Termination. Memberships may be terminated:

(a) by resignation. Any member may resign from the Club upon written notice to the Secretary.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90 days after they become due. However, the Board may, at its discretion, grant an additional 90 days of grace for a delinquent member to pay his/her dues and return to good standing.

(c) by expulsion. A member may be terminated by expulsion as provided in Article VI of these Bylaws.

ARTICLE II
Meetings

SECTION 1. Annual Meeting. The Annual Meeting of the Club shall be held in October of each year, if possible in conjunction with the Club’s fall event, at a place, date and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed by the Secretary to each member at least 30 days prior to the date of the meeting. An agenda of proposed actions shall be mailed with the notice. The quorum for the Annual Meeting shall be 5% of the members in good standing. Proxies are allowed but will not count for the quorum.

SECTION 2. Special Club Meetings. Special Club meetings may be called by the President or by a majority vote of the members of the Board, and shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such meeting 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. The quorum for such a meeting shall be 10% of the members in good standing in person or 25% of the members by proxy.

SECTION 3. Board Meetings. The first meeting of a new Board shall be held immediately following the Annual Meeting and election. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or a majority vote of the entire Board. Written notice of each such other meeting shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for a Board Meeting shall consist of a majority of the Board.

SECTION 4. The Board of Directors may conduct its business by mail or by other means agreeable to a majority of the Board .

ARTICLE III
Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice President, Secretary, Treasurer and no more than six other persons, all of whom shall be members in good standing and residents of the United States. They shall be elected to terms of four years at Annual Meetings as follows: in one election cycle, the President, Secretary and three Directors shall be elected; in the alternate election cycle two years later, the Vice President, Treasurer, and three Directors shall be elected. They shall serve until their successors are elected. Elections will be held every two years with 50% of the Board being replaced or re-elected at each election. General management of the Club’s affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The Club’s officers, consisting of the President, Vice President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(a) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally ascribed to the office of President, in addition to those specified in these Bylaws.

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

(c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes and of all matters of which a record shall be ordered by the Club. This person shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and Directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Bylaws.

(d) The Treasurer shall collect and receive all monies due or belonging to the Club and shall deposit same in a bank approved by the Board, in the name of the Club. The 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. At the Annual Meeting, the Treasurer shall render an account of all monies received and expended during the previous fiscal year.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the next election by a majority vote of all the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.

ARTICLE IV
The Club Year, Voting, Nomination, Elections

SECTION 1. Club Year. The Club’s official year shall begin immediately at the conclusion of the Annual Meeting in October, and shall continue through the next Annual Meeting. At those Annual Meetings where an election of officers is held, the elected officers and directors shall take office immediately upon the conclusion of the meeting and each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days after the election.

SECTION 2. Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present or by proxy. The election of Officers and Directors and decision on amendments to the Constitution and Bylaws shall be as provided in Article IV, Sections 3 and 4.

SECTION 3. Nominations and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. The Board shall appoint a Nominating Committee and name the chairperson no later than June 1st of an election year. The Committee shall consist of three members, preferably from different areas of the USA. The Nominating Committee may conduct its business by mail or other means mutually agreeable to the Committee.

(a) The Nominating Committee shall nominate from among the eligible members of the Club one candidate for each office and for each other position on the Board of Directors and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership on the Board to the extent it is practical to do so. The Nominating Committee shall not nominate themselves. The Committee shall submit its slate of candidates to the Secretary at least eighty-five (85) days prior to the Annual Meeting. At least seventy-five (75) days before the Annual Meeting, the Secretary shall mail the slate, including the full name of each candidate and the name of the state in which he or she resides, to each member of the Club.

(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary, signed by five members and accompanied by the written acceptance of each such additional nominee signifying his or her willingness to be a candidate. To be valid such additional nominations must be received by the Secretary at least forty-five (45) days prior to the Annual Meeting. 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 a nomination of the Nominating Committee.

(c) If there are no valid additional nominations, the Nominating Committee’s slate shall be declared elected at the Annual Meeting, and no balloting will be required.

(d) If there are valid additional nominations, the Secretary shall mail to each member in good standing a ballot listing all the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the Secretary marked “Ballot” and bearing the name of the member to whom it was sent. The ballot mailing shall specify a deadline for the return of the ballot to the Secretary. This ballot deadline shall be no more than seven (7) days before the Annual Meeting. The Secretary shall mail such ballot at least thirty-five (35) days prior to the Annual Meeting. So that the ballots may remain secret, each voter, after marking the ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary. The Secretary shall check the returns against the list of members in good standing prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters.

(e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

SECTION 4. Elections

(a) When a ballot occurs as provided in Article IV, Section 3(d), the ballots shall be opened and counted at the Annual Meeting. The person receiving the largest number of votes for each position shall be declared elected.

(b) In the event of a tie, the election for the officer or director in question shall be decided by written ballot by simple majority of members in good standing, present in person at the meeting or by proxy. To be valid, proxies must be received by the Secretary before the opening of the meeting.

(c) 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 so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 3.

ARTICLE V
Committees

SECTION 1. The Board may each year appoint special or standing committees to advance the work of the Club. Such committees shall always be subject to the final authority of the Board.

SECTION 2. Any committee appointment is made at the pleasure of the Board and is for a period of one year. Individuals may be re-appointed by decision of the Board.

ARTICLE VI
Discipline

SECTION 1. Conduct. Club members are expected to conduct themselves and control their dogs within the normal bounds of decorum and good citizenship at Norfolk activities, events and functions. The Club may adopt a code of ethics as a goal for members, and Norfolk owners in general, in line with the educational and promotional objectives set out in Article I, Section 2(a) & (b) of the Constitution. ANTA’s purview shall not include enforcement of such a code.

SECTION 2. Discipline. ANTA membership is a privilege, not a right. The Board shall have disciplinary power to deal with conduct, situation or incident that in the Board’s sole and absolute judgment is prejudicial to the interests of the Club. The Board may in its sole and absolute discretion warn, suspend, or expel from membership the individual or individuals involved.

ARTICLE VII
Amendments

SECTION 1. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by 20% of the 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. The Constitution and Bylaws may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing, accompanied by a ballot on which he or she may indicate his or her 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 Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

ARTICLE VIII
Dissolution

SECTION 1. The Club may be dissolved at any time by the written consent of not less than 2/3 of the 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 payments of the debts of the Club, its property shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

This version of the Constitution & Bylaws was approved 12/16/01.