CONSTITUTION AND BY-LAWS

MILE-HI GOLDEN RETRIEVER CLUB

Revised in 1991, updated 1998, 1999

ARTICLE I - NAME AND OBJECTS

Section 1. The name of the Club shall be the Mile-Hi Golden Retriever Club.

Section 2. The objects of the Club shall be:

a. to encourage and promote the breeding of pure-bred Golden Retrievers and to do all possible to bring their natural qualities to perfection;

b. 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 Golden Retrievers shall be judged;

c. to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog show, obedience trials, field trials, hunting tests, and agility trials.

d. to conduct sanctioned and licensed specialty shows, obedience trials, and field trials under the rules of The American Kennel Club.

Section 3. The Club shall not be conducted or 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 by-laws as may be required to carry out these objects.

ARTICLE II - MEMBERSHIP

Section 1. Types of Membership:

a. Regular. There shall be one type of membership 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 objects of this club. While the membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in the immediate area. Each applicant for regular membership shall have attended two Club sponsored functions, one of which must be a regular monthly meeting where the applicant is introduced to the general membership.

b. Associate. An associate membership is also available. These applicants must be eighteen years of age of older, must be in good standing with The American Kennel Club, and must have attended at least one Club sponsored function (not necessarily a meeting). Applicants may apply for membership as described in Section 3 and will be awarded all benefits and responsibilities of membership except voting and being counted towards a quorum.

c. All current members at the time this change is passed will continue as regular members.

d. Individuals may request a change in status on a standard membership form.

e. Dues for both regular and associate membership will be identical to one another.

Section 2. Dues. Dues will be set by an affirmative vote of the Board and of the general membership. No member may vote whose dues are not paid for the current year. During the month of November, a notice shall be published in the newsletter that dues are payable for the following year. Family membership means people living at the same address.

Section 3. Election to membership. 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 these constitution and by-laws and by the rules of The American Kennel Club. The application shall state the name, address, and an endorsement of one member. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Vice President and each application is to be read at the first meeting of the Club following its receipt. At that Club meeting, the application will be voted upon (if the eligibility requirements have been met). An affirmative vote of 3/4 of the members present and voting at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by Club may not re-apply within six months after such rejection.

A one time initiation fee shall be set by the board of directors and shall be required of  all persons elected to membership.

Section 4. Termination of membership. Memberships may be terminated:

a. by resignation. Any member in good standing may resign from the Club upon written notice to the 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 fiscal year (January 1).

b. by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid. Ninety days of grace to such delinquent members may be granted by the Board 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. by expulsion. A membership may be terminated by expulsion as provided in Article VIII of these by-laws.

ARTICLE III - MEETINGS AND VOTING

Section 1. Club meeting. Meetings of the Club shall be held approximately every other month in or within 50 miles of the City of Denver at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20-percent of the regular members in good standing.

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 who are present and voting at any regular or special meeting of the Board, and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such meetings shall be held in or within 50 miles of the City of Denver at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting. The quorum for such a meeting shall be 20-percent of the members in good standing.

Section 3. Board meetings. Meetings of the Board of Directors shall be held in or within 75 miles of the City of Denver prior to the regular Club meeting. Notice of each such meeting shall be announced by Newsletter and/or at general meetings at least 5 days prior to the date of the meeting, or notice my be given by telephone. The quorum for such a meeting shall be a majority of the Board.

Section 4. Special Board meetings. Special meetings of the Board may be called by the President, or shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in or within 75 miles of the City of Denver at such place, date and hour as may be designated by the person authorized herein to call such meetings. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than 10 days prior to the date of the meeting, or notice may be given by telephone at least three days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted. A quorum for such meeting shall be a majority of the Board.

Section 5. Voting. Each regular member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which s/he is present. Proxy voting will not be permitted at any Club meeting or election. Voting consists of one vote for single membership and two votes for family membership.

ARTICLE IV - OFFICERS AND DIRECTORS

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and four Committee Chairs (Conformation, Field, Obedience, Agility) all of whom shall be members in good standing and all of whom shall be elected for one-year terms at the Club's annual meeting as provided in Article V and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors. The immediate past President shall serve on the Board of Directors in an advisory capacity.

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 entrusted to the office of President in addition to any particularly specified in these by-laws.

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. The Vice-President shall also serve as Membership Chairperson.

c. The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which record shall be ordered by the Club. S/he shall have charge of the correspondence, notify members of meetings, keep a roll of the Club with their addresses and carry out such other duties as are prescribed in these by-laws.

d. The Treasurer shall collect and receive all moneys due or belonging to the Club. S/he shall deposit the same in a bank designated by the Board in the name of the Club. The books shall at all times be open to inspection of the Board and s/he 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, s/he shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The books shall be audited before a new Treasurer takes office.

e. The offices of Secretary and Treasurer may be held by the same person, in which case the Board shall be comprised of the officers and four other persons.

Section 3. Vacancies. Any vacancy occurring on the Board or among the offices during the year shall be filled for the unexpired term of office by a majority vote of all the then members of the Board at its first meeting following the creation of such a vacancy, or at a special Board meeting called for that purpose.

Section 4. Length of service. No Club member shall serve as an officer and/or Director for more than three consecutive years.

ARTICLE V - THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

Section 1. Club Year. The Club's fiscal year shall begin on the 1st day of January and end on the 31st day of December. The Club's official year shall begin immediately at the conclusion of the election at the annual meeting.

Section 2. Annual Meeting. The annual meeting shall be held in the month of November at which Officers and Directors for the ensuing year shall be elected by written ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon conclusion of the election and each retiring officer shall turn over to their successor in office all properties and records relating to that Office within 30 day after the election.

Section 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of August, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board. Members of the Nominating Committee must have been members of the Club in good standing for at least one year. The Secretary shall immeadiately notify the committee and alternates of their selection. The Board shall name a Chairperson for the Committee and it shall be his/her duty to call a committee meeting which shall be held on or before the September general meeting.

a. The Committee shall nominate one candidate for each office, and four candidates for the remaining positions on the Board and, after securing the consent of each person so nominated, shall immeadiately report their nominations to the Secretary in writing.

b. Upon receipt of the Nomination Committee's report, the Secretary shall notify each member in writing of the candidates so nominated by having the slate published in the September/October newsletter.

c. Additional nominations may be made at the September meeting by any member in attendance provided that the person so nominated does not decline when his/her name is proposed and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may 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.

d. Nominations cannot be made in any manner other than as provided in this Section.

ARTICLE VI - COMMITTEES

Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, field trials, trophies, annual prizes, membership and other fields which may well be served by committees. Special committees may also be appointed by the Board to aid it on particular projects.

Section 2. 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 services have been terminated.

ARTICLE VII - DISCIPLINE

Section 1. American Kennel Club suspension. Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended fro the privileges of this Club for a like period.

Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10, which shall be forfeited if such 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 them at a Board meeting. The Board shall first consider whether the actions alleged in the charges, if proven, might constitute the 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 interests 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 of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and may bring witnesses.

Section 3. Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in this regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. If it deems that punishment is insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before his/her fellow members at the ensuing Club meeting which considers the Board's recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board's decision and penalty, if any.

Section 4. Expulsion. Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's findings and recommendations, and shall invite the defendant, if present, to speak in their own behalf, if they so wish. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.

ARTICLE VIII - AMENDMENTS

Section 1. Amendments to the constitution and by-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20-percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must by submitted to the members with recommendation 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 by-laws may be amended by a 2/3 vote of the members present and voting at a regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

ARTICLE IX - DISSOLUTION

Section 1. The Club may be dissolved at any time by the written consent of not less that 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 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 for the benefit of dogs selected by the Board of Directors.

ARTICLE X - PARLIAMENTARY AUTHORITY

Section 1. The rules contained in the current edition of Robert's Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Club may adopt.