CONSTITUTION
Article I. Association Name: This association shall be known as the Chinese Imperial Dog Club of America, hereafter also referred to as “the Association”.

Article II. Objectives: The objectives of the Association shall be: The Chinese Imperial Club of America is dedicated to the information, promotion, education, and preservation of the Chinese Imperial Dog, and fosters the continuing and expanding growth of the CIDCA membership. CIDCA, through its membership invites participation in the decision-making process of the club, encourages the formation and continuation of local CID affiliates, and supports the set-up and execution of local dog shows and events.

Article III. Association Profits: The Association shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Association shall benefit any member or individual.

Article IV. Rules for Licensed Events: All licensed events sponsored by the Association will be run in accordance with the rules, policies, and procedures of the participating Registry.

Article IV. Revisions: The members of the Association 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: Membership is open to any breeder, owner or fancier of the Chinese Imperial Dog who subscribes to the purpose and objectives of the Association, and agrees to abide by the Association Constitution, Bylaws and Code of Ethics who has not previously been a member of the Chinese Imperial Dog club simply by paying for a one or two year membership. Anyone who has previously been a member and resigned, or who has had their membership terminated by expulsion, must be approved by the board before membership will be considered. If a hearing was pending at the time of resignation or termination, the candidate must complete the hearing process before being considered for membership. If the board approves, it must go to the membership for a vote. Membership for new subscribers becomes effective upon payment of initial dues.

Section 2. Termination of Membership:
Memberships may be terminated for any of the following reasons:
Section 2.1. Resignation: Any member in good standing may resign from the Association, upon written notice to the Secretary. Resignation shall not discharge or eliminate any debt owed to the Association. Dues are considered an obligation to the Association and are incurred the first day of each fiscal year. Any member who resigns from the club shall have a 30 day wait period before resignation will be accepted by the board. Dues are non refundable upon resignation or termination.

Section 2.2. Lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after the annual date of their membership. The Board of Directors may grant a grace period of an additional 30 days for payment to any member who requests an extension. In no case may a person be entitled to vote at any Association meeting whose dues are unpaid as of the date of the meeting. Dues paid at such a meeting allow that member reinstatement of voting rights.

Section 2.3. Expulsion. A membership may be terminated by expulsion as provided in Article VIII, Section 4 of these bylaws.

Article II. Dues

Section 3.1 Amount: Annual membership dues shall be determined by the members of the Association by a majority vote.

Section 3.2 Payment of dues: Dues are payable by June 1 of each year or each 2nd year for those members who have a two year membership. Dues will be pro-rated for members who still have time remaining on their paid membership when dues are billed.

Section 3.3 Dues Statement: In May, the Treasurer shall send to each member a statement of dues for the ensuing year.

Section 3.4 Nonpayment of dues: No member may vote whose dues are not paid for the current year. The membership of any member who has not paid his/her dues by the due shall lapse. The Board of Directors may grant a grace period of an addition 30 days for payment to any member who applies for an extension.


Article III. Association Year.
Section 1. Fiscal Year.  The Association’s fiscal year shall begin on the 1st day of June and end on the last day of May.

Section 2. Official Year.  The Association’s official year shall begin immediately at the conclusion of the announcement of new officers at the annual meeting and shall continue through the announcement of new officers at the next annual meeting.

Article IV. Meetings.
Section 1. Regular membership meetings. Regular membership meetings of the club shall be held at such time and place as may be designated by the Board of Directors. Written notice of the time, place and location of this meeting shall be emailed in advance of each meeting. Failure to receive notice does not prevent the meeting from being held. Meeting information will be provided to each member upon joining the CID club and it is the responsibility of each member to retain this information. Any member can also contact the secretary for meeting information.

Section 1.1 Quorum The quorum for all Association membership meetings shall be 20 percent of the members in good standing. The secretary or a delegate must establish a quorum when the meeting is called to order. If no quorum is present, the meeting is to be adjourned.

Section 1.2 Voting.  Each Association member in good standing whose dues are paid for the current year shall be entitled to vote at any membership meeting at which the member is present or by ballot. Proxy voting shall not be permitted. A majority for the purpose of passing a motion is a plurality vote.

Section 1.3. Order of Business.

At meetings of the Association, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call
Establish Quorum
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of committees
Announcement of officers and board (at annual meetings)
Unfinished business
New business
Adjournment

Section 1.4 Agenda  The agenda will be prepared by the secretary or delegate and approved by the board. Agenda will be sent out to the membership before the regular membership meeting and adhered to during the meeting. No other business will be discussed during the meeting.

Section 2. Special Association meetings. Special meetings may be called by the President or by a majority vote of the Board of Directors who are present and voting at any meeting of the Board or who vote by e-mail, or other electronic means including but not limited to telephone and text messaging. Such special meetings shall be held at a place, date and hour as may be designated by the person or persons authorized herein to call such a meeting. Written notice of such a meeting shall be emailed by the Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting, and said notice shall state the purpose of the meeting and no other Association business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing.

Section 3. Board meetings.  The first meeting of the Board shall be held within 14 days following the annual Association meeting and election. Meetings of the Association Board of Directors shall be held at such times and places as the Board of Directors shall from time to time determine by resolution of the Board of Directors. Written notice of each such meeting shall be e-mailed by the Secretary at least 5 days prior to the date of the meeting, unless the entire board agrees on a date sooner than 5 days. The quorum for such a meeting shall be a majority of the Board.

Section 3.1 Quorum.  The quorum for all Association Board meetings shall be majority of the Board.

Section 4. Special Board meetings.   Special meetings of the Board may be called by the Association President, Vice President, or by the Secretary or a majority of the Association Members, upon receipt of a written request and agreed to by at least three members of the Board. Such special meeting shall be held at such time and place as may be designated by the person authorized to call such meeting. The Secretary or delegate shall e-mail written notice of such meeting prior to the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be a majority of the Board.

Section 5. Conducting Association business via electronic communication.  Association and Board members may use e-mail, chat rooms, message boards and other means of electronic communication to facilitate Association business.

Section 5.1. Association discussions.
a. Notice.  Written notice of Association on-line discussions shall be mailed or e- mailed to all Association members in good standing by the Secretary. Notice shall include:
1. A designated e-mail list, chat room or message board with instructions how to access the list, room or message board.
2. The purpose(s) of the discussion and the starting and ending dates and times during which discussion may take place. No other Association business shall be discussed.
b. Quorum.  No quorum shall be required for Association discussions. <
c. Minutes.  The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message board, copying e-mail from the list, or by taking notes of the discussion.

Section 5.2.  Special Board discussions. Special Board discussions may be called by the Association President, Vice President, or by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special discussion shall be held at such date and time and in such electronic format (e-mail list, chat room or message board) as may be designated by the person authorized to call for such a discussion.

a. Notice.  The Secretary shall mail or e-mail written notice of such meeting. Any such notice shall state the purpose of the discussion and no other business shall be transacted thereat.

b. Quorum.  A quorum for these discussions shall be a majority of the Board members.
A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board.

c. Voting.  Board members may vote on any properly-made motion during these discussions. Board members shall be notified by mail or e-mail of the results of all balloting.

d. Minutes.  The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message board, copying e-mail from the list, or by taking notes of the discussion.

Article V. Directors and Officers.

Section 1. Board of Directors.  The Board of Directors shall be composed of the Officers all of whom shall be members in good standing and all of whom shall be elected as provided in Article VI. General management of the Association’s affairs shall be entrusted to the Board of Directors.

Section 2. Term of Office.  The Officers of the Association shall serve for one year or until their successors are elected. All Officers shall be limited to two consecutive terms of office and no person may hold more than one office per term unless no other eligible member in good standing is willing to accept the position. Any director who misses two board meetings within an Association year shall be removed from the Board of Directors, unless a majority of the board members present and voting at the meeting from which the director is absent for the second time votes to excuse one or both of the absences.

Section 3. Officers.  The Association’s Officers, consisting of the President, Vice President, Secretary, Treasurer and optional Chairperson shall serve in their respective capacities both with regard to the Association and its meetings and the board and its meetings. The following are the duties of each officer or their appointed delegate.
  It is ultimately the responsibility of the officers to insure that these duties get carried out.

Section 3.1. President.  The President shall preside at all meetings of the Association and of the Board of Directors, and shall have the duties and powers normally appurtenant to the office of the President in addition to those particularly specified in these bylaws.

Section 3.2. Vice President.  The Vice President shall assist the President when and where possible. The Vice President shall serve as Parliamentarian. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

Section 3.3. Secretary.  The Secretary shall be responsible for making sure that a written record of all meetings is kept in the form of copies of the meeting and summarized minutes of the meetings of the Association and of the Board and of all matters of which a record shall be ordered by the Association; shall have charge of the correspondence, including but not limited to:
a.   Notifying members of meetings and events;
b.  Welcoming new members within 48 hours of them joining by, but not limited to sending copies of the Constitution, Bylaws and Code of Ethics, informing them about the group discussion on yahoo chat and notifying them of the rules and extending an invite to such chat, information regarding the time and place of regular meetings and information regarding regular club happenings such as, but not limited to Puppy Parade;
c.  Keeping a roll of the members of the Association with their addresses, phone numbers, and e-mail;
d.  Preparing, and sending official electronic Association ballots for election of officers;
e.  Notifying Officers and Directors of their election to office;
f.  In the death, absence or incapacity of the President and Vice President, carrying out the duties and exercising the powers of the President;
and
g.  Carrying out other such duties are as prescribed in these bylaws.

Section 3.4. Treasurer.  The Treasurer shall collect and receive all moneys due or belonging to the Association. Moneys shall be deposited in a bank designated by the board, in the name of the Association. The books shall at all times be accurate, up to date, and open to inspection by the board. A report shall be given at every meeting of the condition of the Association’s finances and every item of receipt or payment not before reported; and at the annual meeting, an accounting shall be rendered of all moneys received and expended during the previous fiscal year. In the event of the resignation, death or expulsion of the Treasurer, all moneys and account books of the Association shall be handed over to the Board of Directors until the office of Treasurer is filled. The President shall sign all checks during this interim period

Section 3.5 Chairperson   The Chairperson's aim should be to utilise the interests, release the potential energies of all the members, and to see that the committee develops a common view of its purposes and shared responsibility for leadership. They should play the role of a stimulator, not a dictator.

Before a Committee or General Meeting:

• consult beforehand with the Secretary on all the business to be discussed at meetings
• supervise and to prepare, together with the Secretary, the agenda for the meeting
• check that all reports etc which should accompany the agenda and minutes are
  sent out to members in sufficient time before the meeting
• check the minutes of the previous meeting and sign for accuracy
• be acquainted with any reports, correspondence, business etc, which is to be presented the meeting
• work with the Secretary to ensure that tasks which were to be completed between meetings are completed.
• open the meeting,
• check for quorum,
• conduct the business of the meeting and according to the order of the agenda paper unless it is altered with the consent of the meeting
• confine discussion to the item actually before the meeting and to see that it is dealt with and settled before passing on to the next
• allow free and, if necessary, formal debate
• give all those wishing to speak an opportunity to do so, to see that their remarks are addressed to the Chair and to allow no private discussion or personal matter to be introduced in a negative way
• say who is to speak, if two people should speak at the same time - The Chairperson's decision on such points is final
• make every effort to let any meeting over which she/he presides understand the reasons for and purpose of his/her rulings
• close the meeting when all matters are attended to

If the club has no chairperson, these duties will be distributed between the Secretary, the President and the Vice President.

Section 4. Vacancies.  Any vacancies occurring on the Board or among the office during the year shall be filled until the next annual election by a special electronic election held no less than 6 days and no more than 10 days after the vacancy is created where the ballot consists of any member in good standing who is willing to accept the position and has been a member for at least 6 months ? unless there is less than 90 days left in the fiscal year in which case the vacancy will be filled by appointment of the board of directors, 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 resulting vacancy in the office of Vice President shall be filled as stated above.
Section 5. Compensation.  The members of the board shall serve without compensation for time or labor but may be compensated for reasonable and necessary expenses.

Article VI. Elections.
Section 1. Annual Election.  The election of Officers and directors shall be conducted by secret electronic ballot containing eligible nominees which will be sent to all members in good standing not later than May 10 of each year. Votes will be accepted for 10 days and voting will be closed at midnight Central time on May 20th of each year. If no nominations are received by the Secretary as provided in Article VI, Section 2.4, no ballot will be necessary.

Section 2. Counting The Ballots.  Ballots will be returned by electronic means between May 10 and no later than midnight May 20 , Central time and counted and verified by the secretary and the current board of directors and saved by the secretary for a period of one year. New board members shall be determined by a plurality vote of at least 25% of members in good standing.

Section 2.2. Election Results.  Election results will be announced by the Secretary at the May meeting of the association and new officers will take their positions

Section 2.3.  Change of Officers and Board Members. The newly-elected Officers and board members shall take office at the conclusion of the annual meeting at which they were elected. Each retiring Officer and board member shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election and assist the newly elected officers for a period of 60 days from election for the purpose of transition.

Section 2.4 Nominations.   Nominations for the board of directors shall be sent to the secretary beginning April 25 of each year and commencing May 5 at which time the secretary or delegate will notify the nominees and compile a list of eligible nominee's. In order for a nominee to be eligible to run for a position on the board, he/she must have been a member in good standing for at least one year and be willing to serve in the capacity for which he/she was nominated. Any member in good standing may nominate themselves for the position provided they have been a member in good standing for at least one year and are willing to serve.


Article VII. Contracts, Loans, Checks.
Section 1. Contracts.  The Board may authorize any Officer, agent or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.
Section 2. Loans.  No loan shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the Association Treasurer, or such agent or employee of the Association and in such a manner as shall from time to time be determined by the board.

Article VIII. Committees.
Section 1.  Appointing Committees. The Board shall each year appoint such standing committees as needed to advance the operation of the Association or to aid the board on particular projects. Such committees shall always be subject to the final authority of the Board. In no instance shall the President of the Association head any committee's.

Section 2.  Terminating Committee Appointments. Any committee appointment may be terminated by majority vote of the full membership of the board upon full written notice to the appointee, and the board may appoint successors to those persons whose service has been terminated.

Article IX. Discipline
Section 1. Charges.  Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Association or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00, 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 interests of the Association or the breed. If the Board considers that the charges do not allege prejudicial conduct, the Board may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than three weeks nor more than six 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 respondent may personally appear in his/her own defense and bring witnesses if he/she wishes. At no time are the charges, nor the fact that charges are being brought against a member, be made public to the membership. Neither the board, nor the member whom the charges are being brought against will discuss the matter with the membership via mass emails or other mass electronic means or social network.

Section 2. Board Hearing.  The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and respondent shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and respondent, the Board may by a majority vote of those present suspend the respondent from all privileges of the Association for not more than six months from the date of the hearing. If the Board 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 respondent’s right to appear before his fellow members at the ensuing Association meeting which considers the board’s recommendation. Immediately after the board has reached a decision, its finding 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 3. Expulsion.  Expulsion of a member from the Association may be accomplished only at the annual meeting of the Association following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. The respondent shall have the privilege of appearing in his or her own behalf though no evidence shall be taken to this meeting. The President shall read the charges, and the findings and recommendations, and shall invite the respondent, if present, to speak on his/her own behalf. The meeting shall then vote by secret electronic 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 member shall stay in good standing.

Article X. Amendments to the Constitution, By Laws or Code of Ethics.
Section 1.Proposing Amendments.   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 percent of the membership in good standing (electronic signatures will be acceptable). Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with the recommendations of the board by the Secretary for a vote at the next regular meeting subsequent to the date when the petition was received by the Secretary.

Section 2. Publishing Proposed Amendments.  Proposed amendments must be e-mailed with the recommendations of the board. The Secretary or delegate shall e-mail to each member in good a copy listing all proposed amendments.

Section 3. Voting Procedures.  Ballots will be sent by electronic mail. and the same procedure will be used as in election voting. Ballots shall be returned, counted, and results announced at the next regular or special membership meeting. The favorable vote of 2/3 of the members in good standing who return valid ballots within the specified time limit shall be required to effect such a proposed amendment.

Article XI. Dissolution.
Section 1.  The Association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, other than for purposes of reorganization, none of the property of the Association nor any proceeds thereof nor any assets of the Association shall be distributed to any members of the Association, but after payment of the debts of the Association, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.

Article XII. Parliamentary Authority.
Section 1.  In any case that arises where the bylaws do not address an issue, the issue will be first addressed by the board, then by the club vote if necessary and the bylaws amended if called for in that particular case to include the issue at hand. The current version of Robert's Rules Newly Revised may be consulted as a guideline. Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Association may adopt.

Article XIII. Certification.
Section 1.  We hereby certify that the foregoing Constitution and Bylaws, consisting of eleven pages, including this page, constitute the Bylaws of the Association, duly adopted by its member's and Board of Directors at a meeting properly noticed and held, and at which a quorum was present on the 28th day of April.


CODE OF ETHICS
1. The Chinese Imperial Dog Club Of America is a “Majority Rules” club and as such each member agrees to support the decisions made by the CIDCA through their decision making process.

2. The Chinese Imperial Dog Club Of America members will encourage, support, assist, teach and learn from each other while mentoring those members new to the Chinese Imperial Dog breed and/or a breeding program.

3 Puppies will not be sold to brokers, pet stores, and any commercial establishment nor will they be offered in any type of raffle or give-a-way contest. 4. All puppies sold as pet will be sold on a spay/neuter contract.

5. All members represent the Chinese Imperial Dog Club of America and to that end will act in a professional and dignified manner when in public representing the Chinese Imperial Dog or the CIDCA.

6. Every member that chooses to breed the Chinese Imperial Dog shall strive to conform to the Chinese Imperial Dog standard, improve the breed, and reduce faults to a minimum.

7. Any breeder-member will disclose to potential clients any serious or life threatening genetic defects present in the puppies or pedigree including the possibility of such a condition.

8 Although cross breeding is discouraged in all breeds, members agree that no Chinese Imperial Dog shall be crossbred to any other breed in order to protect the purity of the Chinese Imperial Dog.
9. Each member shall be courteous and fair when involved in Chinese Imperial Dog Club of America Business. A member will not seek to defame another member or by any means impair their reputation.

10. No member will purposely plan to discredit any other member or instill disharmony of any kind within the Chinese Imperial Dog Club Of America in general for the purpose of personal gain or disruption within the club and will strive to make every member successful and the Chinese Imperial Dog Club Of America the premiere Chinese Imperial Dog Club.


Contact Information
President: president@cidclub.com
Vice President: vicepresident@cidlub.com
Secretary: secretary@cidclub.com
Treasurer: treasurer@cidclub.com
Chairperson chairperson@cidclub.com
Webmaster: webmaster@cidclub.com