CONSTITUTION AND BYLAWS OF THE

SHOW-ME BASENJI CLUB



SECTION 1. The name of the Club shall be “Show-Me Basenji Club”.

SECTION 2. The objects of the Club shall be to:



(a)            Encourage and promote quality in the breeding of purebred basenjis and to do all possible to bring their natural
qualities to perfection;



(b)           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 basenjis shall be judged;



(c)            Do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog
shows and obedience trials;



(d)           Conduct sanctioned and licensed specialty shows and obedience trails under the rules of the American Kennel Club.



SECTION 3. The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out
these objects.





BYLAWS



ARTICLE I

Membership



SECTION 1. Eligibility. Voting membership shall be open to all persons 16 years of age or older who are in good standing with the
American Kennel Club and who subscribe to the purposes of this Club. While membership is to be unrestricted as to residence,
the Club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area.



SECTION 2. Dues. Membership dues shall be $7.50 for a single membership and $10.00 for a family membership (any two
members of a family, 16 years or older living in the same household) per year, payable on or before the 1st day of January each
year. No member may vote whose dues are not paid for the current year. During the month of November, the treasurer shall send
to each member a statement of dues for the ensuring year.



SECTION 3. Election to Membership. Each prospective member shall be provided a copy of the current constitution and bylaws,
and the applicant for membership shall apply on a form as approved by the Board of Directors, which shall provide that the
applicant agrees to abide by these constitution and bylaws. The application shall state the name, address, and telephone
number of the applicant and it shall carry the endorsement of two members. Accompanying the application, the prospective
member shall submit dues payment for the current year.



All applications are to be filed with the Secretary and each application is to be published in the next newsletter.  At the next club
meeting following publication in the newsletter, the application will be voted upon and affirmative votes 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 the Club may not reapply within six months after such rejection. Paid dues
shall be returned to the applicant.



SECTION 4. Termination of Membership. Membership may be terminated by:



(a) 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.



(b) Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90
days after the first day of the fiscal year; however, the Board may grant an additional 90 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 VI of these bylaws.





ARTICLE II

Meeting and Voting



SECTION 1. Club Meetings. Meetings of the Club shall be held six times per year at such time and place as may be designated
by the President considering the recommendations by the membership. The Secretary shall mail written notice of such meetings
at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the 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 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 special meetings shall be held at such
place, date and time as may be designated by the person or person authorized herein to call such meetings. The Secretary shall
mail written notice of such meeting at least 10 days and not more than 15 days prior to the date of the meeting. The quorum for
such a meeting shall be 20% of the members in good standing.



SECTION 3. Board Meetings. Meetings of the Board of Directors shall follow regular membership meetings. 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, and 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
at such a place, date and time as may be designed by the person authorized herein to call such meeting. Written notice of such
meeting shall be mailed by the Secretary at least 10 days and not more than 15 days prior to the date of the meeting, or notice
by telephone shall be made at least 3 days and not more than 5 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 thereat. A quorum for such a meeting shall be a majority of
the Board.



SECTION 5. Each 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 they are present. Proxy voting will not be permitted at any club meeting.





ARTICLE III

Directors and Officers



SECTION 1. Board of Directors. The Board shall consist of the President, Vice-President, Secretary, Treasurer and three other
persons all of whom shall be members in good standing and all of whom shall be elected for one year term as provided in Article
IV and shall serve until their successors are elected. 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 appurtenant to the office of President in addition to those particularly 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 matters of which the Club
shall order a record. The Secretary shall have charge of the correspondence, notify members of meetings, notify officers and
directors of their election to office, keep a roll of the member 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 moneys due or belonging to the Club and 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 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; and at the annual meeting, shall render an account of all moneys received and expended during the previous
fiscal year. The Treasurer shall be bonded in such an amount, as the Board of Directors shall determine.



(c) 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 vacancies occurring on the Board or among the offices during the year shall be filled until the next
annual election by a majority vote of all the then members of the board at its first meeting following the creation of such vacancy,
or at a Special Board Meeting called for that purpose; 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, Annual Meeting, Elections



SECTION 1. Club Year. The Club’s fiscal year shall begin on the 1st day of January and end the 31st day of December.  The
Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the
election at the next annual meeting.



SECTION 2. Annual Meeting. The annual meeting shall be held in the month of October at which Officers and Directors for the
ensuring year shall be elected by counting the mailed-in, official ballots received by October 1 among those nominated in
accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the meeting and each retiring
officer shall turn over to their successor all properties and records relating to that office. This shall be done within 30 days after
the election.



SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
The three nominated candidates for positions on the Board who receives 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
June, the Board shall select a Nomination Committee consisting of three members and two alternates, not more than one of who
may be a member of the Board. The Secretary shall immediately notify the committee and alternates of their selection. The Board
shall name a Chairperson for the committee and it shall be their duty to call a committee meeting that shall be held on or before
July 10.



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



(b)            Upon receipt of the Nomination Committee’s report, the Secretary shall before August 1 send each member in writing
the names of the candidates so nominated along with the official form for nominating additional candidates.



(c)            Additional nominations may be made by completing the official nominating form, requiring the signature of the
proposed candidate and the name of the nominating member.  These nominations must be received by the Secretary no later
than September 1.  No person may be a candidate for more than one position.



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





ARTICLE V

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, the rescue program, trophies, annual prizes, membership, and other fields which may well be served by
committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be
appointed by the Board to aid it on particular projects.



SECTION 2. Any committee appointed might 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 VI

Discipline



SECTION 1. American Kennel Club Suspension. Any member who is suspended from the privileges of The American Kennel Club
automatically shall be suspended from 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 the 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 and the Board shall first consider
whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the club. If the
Board considers that the charges do no allege conduct which would be prejudicial to the best interest of the club 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 or 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 their own
defense and bring witnesses if they wish.



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 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 Club for not more than six months from the date of the hearing. And, if it deems that
punishment 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 fellow members at the ensuring Club meeting which considers the
Board’s recommendation. Immediately after the Board has reached a decision, its fining 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 Cub to be held within 60 days but not earlier than 30 days after the date of the Board’s
recommendation of expulsion. The defendants shall have the privilege of appearing in their 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 wish. The members shall then vote by secret written ballots 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 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 signed by 20% of the membership in good standing. Amendments proposed by such petitions 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 by a 2/3 vote of the members present and voting at any regular or
special meeting called for that 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 VIII

Dissolution



SECTION 1.           Dissolution. The Club may be dissolved at any time the written consent of not less than 2/3 of the members. In
the event of the dissolution of the Club other than for purposes of reorganization whether you 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 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 Basenjis selected by the Board of Directors.





                                                                                       ARTICLE
IX                                                                                                     - -

Order of Business



SECTION 1. At meeting 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 Last Meeting

Report of President

Report of Secretary

Report of Treasurer

Election of Officers and Board (at annual meeting)

Election of New Members

Unfinished Business

New Business

Adjournment



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



Reading of Minutes of Last Meeting

Report of Secretary

Report of Treasurer

Reports of Committees

Unfinished Business

New Business

Adjournment                                                                                                        (Revised 24 September 2002)