Constitution & Bylaws

 Constitution

Article I - Name and Objects

Section 1. The name of the club shall be: “Finnish Lapphund Club of America”

Section 2. The objects of the club shall be:

(a) to encourage and promote quality in the breeding of purebred Finnish Lapphunds and to do all possible to bring their natural qualities to perfection without sacrificing the health, soundness and function of the breed;

(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 Finnish Lapphunds shall be judged;

(c) to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at all events held under AKC rules and regulations;

(d) to conduct sanctioned matches and licensed events for which the club is eligible under the rules and regulations of The American Kennel Club;

(e) to educate owners, breeders, and the general public as to every aspect of Finnish Lapphunds;

(f) to encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements 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 constitution and bylaws as may be required to carry out these objectives.

Bylaws

Article I - Membership

Section 1. Eligibility. There shall be eight (8) types of membership open to all persons as defined by the membership types listed below, who are in good standing with The American Kennel Club and who subscribe to the purposes of the Club.  When changing from a non-voting to a voting membership status, or when adding any new member, a new application and two sponsors are required.

(1) Regular (Individual) Member. Shall be open to any resident of the United States who owns or co-owns an AKC registered Finnish Lapphund at the time of application. Individual members enjoy all club privileges including the right to vote.

(2) Household Member. This type of membership is available for two (2) adult members who qualify as a regular (individual) member and reside in the same household.

(3) Associate Member. This type of membership is entitled to all club privileges except voting and office holding.

(4) Associate Household Member. This type of membership is available for two (2) adult members who reside in the same household and is entitled to all club privileges except voting and office holding.

(5) Junior Member. This type of membership is open to children under eighteen (18) years of age.  This membership is a non-voting, non-office holding membership. Upon reaching the age of eighteen (18), Junior Membership shall automatically convert to another eligible, regular, membership, whichever is applicable.

(6) Foreign Member. For those individuals who are not U.S. residents (or its territories and possessions). Shall be entitled to all club privileges except voting and office holding.

(7) Honorary Member. This type of membership is for an individual who has made significant contributions to the Sport, Breed, or the Club. Honorary Members pay no dues and are not eligible to vote, but can maintain a Regular or (Household) membership if they pay dues and therefore, may vote and hold office.

(8) Life Member. This type of membership is for those individuals who have been members for a long period of time (continuous membership of  twenty (20) or more years).  Life Members pay no dues but are eligible to vote and hold office.

Section 2. Dues. Membership dues shall be determined by a majority vote of the Board of Directors during the July meeting, and shall not exceed $100 for each type of membership offered, payable on or before the 1st day of October of each year. No member may vote whose dues are not paid for the current year. During the month of August, the Treasurer shall send to each member a statement of dues for the ensuing year.

Section 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the FLCA Constitution and Bylaws, Code of Ethics, and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant, and it shall carry the sponsorship of two (2) voting members in good standing. The sponsors of the applicant cannot both reside at the same address, and only one can be the breeder of any Finnish Lapphund owned by the applicant. Any sponsor must be a voting member in good standing and not delinquent in dues for a minimum of one hundred eighty (180) days before they can sponsor a new club membership of any kind. Accompanying the application, the prospective member shall submit dues payment for the current year. Dues payment for new members shall be reduced by twenty five (25)% for each quarter of the year which has passed (full fee in October, November, and December, ¾ fee in January, February, March, ½ fee in April, May, June, and ¼ fee in July, August and September). The Board may also approve a one-time only application fee, to help defray the costs of processing membership applications.

Applicants shall be elected by secret ballot at any meeting of the Board of Directors or by secret vote of the Board of Directors voting by mail, electronically or by any other approved method.  Affirmative votes of two-thirds (2/3) of the Board of Directors present at a meeting of the Board, or of two-thirds (2/3) of the entire Board voting by mail, electronically or by any other approved method, shall be required to elect an applicant.

An applicant who has received a negative vote by the Board may be presented by one of the applicant’s sponsors at the next annual meeting of the club and the members may elect such applicant by secret ballot and a favorable vote of seventy five percent (75%) of the members present.  All membership fees shall be returned in the event of rejection.

Applicants for membership who have been rejected by the club may not reapply within twelve (12) months after such rejection.

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. Obligations other than dues are considered a debt to the club and must be paid in full prior to resignation.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid for sixty (60) days. The Board may grant additional sixty (60) days of grace to such delinquent members in meritorious cases, a total of one hundred twenty (120) days, with the dues period starting on October 1, and ending on January 31.  In no case may a person, member or Board member 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 VI of these Bylaws.

Article II - Meetings and Voting

Section 1. Annual Meeting. The Annual Meeting of the club will be held each year between March 15 and June 15, in conjunction with the club’s specialty show, if possible, at such place, date and hour as designated by the Board of Directors.  The annual meeting may be held via alternative methods defined in Section 6.  Written notice of each such meeting shall be sent per Section 5, by the Secretary at least thirty (30) days prior to the date of the meeting. The quorum for such meetings shall be ten (10) percent of the voting 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 a meeting of the Board or who vote by any method defined in Section 7, Voting.  Meetings to be conducted per Section 8, Meetings.  Special Club Meetings shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the voting members of the club who are in good standing. Such meeting shall be held at a place, date and hour as may be designated by the Board of Directors.  Written notice of such meeting shall be sent per Section 5, by the Secretary at least fourteen (14) days and not more than thirty (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 ten (10) percent of the voting members in good standing.

Section 3. Board Meetings. The first meeting of the Board shall be held immediately following the annual election. Other meetings of the Board of Directors shall be held at such times and places as designated by the President or by a majority vote of the entire Board.  Written notice of each such meeting shall be sent per Section 5, by the Secretary to each member of the Board at least ten (10) days prior to the date of that meeting. The quorum for a Board meeting shall be a majority of the Board voting in person, or voting by methods defined in Section 7. Meetings to be conducted per Section 8.

Section 4. Board Business. The Board of Directors may also conduct business through the Secretary, via methods defined in Section 8.  Items voted upon by any method other than “in person” must be confirmed by the Secretary in writing within seven (7) days.

Section 5. Notice.  Notice of any kind shall be sent by the Secretary to the member’s address on file with the club.  Notice can be sent by mail, or by other methods in accordance with state law, such as electronic, or methods as may be developed, that do not conflict with these bylaws.  If members cannot receive electronic notices, they will receive them by mail.

Section 6: Conducting The Annual Meeting.  The annual meeting may be conducted in conjunction with the annual national specialty.  It may also be conducted via methods in accordance with state law, such as in person, electronic, virtual, teleconference or methods as may be developed, that do not conflict with these bylaws.  If the annual meeting is not held “in person”, the following rules apply. 

(a) The electronic meeting shall allow members to hear and/or see the Officers and Board members. 

(b) The notice of the meeting may include:

(b1)  Committee reports;

(b2)  An adequate description of how to access the meeting;

(b3)  A means by which a member with voting privileges may place an item on the agenda;

(b4)  An adequate description of how a member with voting privileges may raise points of order or other matters during the meeting.

Section 7:   Voting. Each voting 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, in person or present via methods described Section 8.  In no case may a person, member or Board member be entitled to vote at any club meeting whose dues are unpaid. Voting may be done by mail or by other methods in accordance with state law, including but not limited to electronic or methods as may be developed, that do not conflict with these bylaws. Proxy and fax voting will not be permitted at any club meeting or election. Exceptions regarding secret voting are further defined in Article IV,

Section 8: Conducting Board Meetings & Special Club Meetings.  Board Meetings and other club meetings shall be held by methods in accordance with state law, including but not limited to, in person, electronic, virtual, teleconference or methods as may be developed, that do not conflict with these bylaws.

Article III - Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the Officers including the AKC Liaison (Delegate) and three (3) other persons, all of whom shall be voting members in good standing who are residents of the United States. They shall be elected for two (2) year terms as provided in Article IV and shall serve until their successors are elected.  In ODD numbered years the President, Treasurer, Corresponding Secretary, Members At Large #1 and #3 shall be elected for a two (2) year term and in EVEN numbered years the Vice-President, Recording Secretary, Member At large #2 and AKC Liaison (Delegate) shall be elected for a two (2) year term. 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. The AKC Liaison (Delegate) shall have the function of a Board member.

(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 Recording Secretary shall keep a record of all meetings of the club and of the Board and of all votes taken, and of all matters of which a record shall be ordered by the club.  Responsibilities may be shared by the Recording Secretary and Corresponding Secretary as needed.

(d) The Corresponding Secretary 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. Responsibilities may be shared by the Recording Secretary and Corresponding Secretary as needed.

(e) The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys shall be deposited in a bank approved by the Board, in the name of the club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting of the condition of the club's finances and every item of receipt or payment not before reported. At the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year.  The club should be insured in an amount and through a type of policy as the Board shall determine shall cover the actions of the Treasurer.

(f) AKC Liaison (Delegate) shall represent the club in AKC matters. Among other duties, the Liaison (Delegate) shall report to the Club all actions and matters discussed at the AKC’s Quarterly Meetings and shall serve until their successor is seated by the American Kennel Club. The AKC Liaison (Delegate) shall have the function of a VOTING Board member. 

(g) The Members at Large shall conduct projects to further the goals of the organization or to develop services for the membership. A Member at Large could serve as Chair of any ad hoc committee formed to develop these projects or any project that the Board assigns.

Section 3. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of the then members of the Board; except that of 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. In the event of a vacancy of the AKC Delegate, the club must apply to the office of the AKC Executive Secretary for approval of Delegate credentials.

Article IV - The Club Year, Annual Meeting, Elections

Section 1. Club Year. The club's fiscal year shall begin on the first day of January and end on the last day of December. The club's official year shall begin immediately at the conclusion of the election of Officers and shall continue through the election of Officers the following year. The elected Officers and Directors shall take office on the fifteenth (15th) day of May and each retiring Officer shall turn over to their successor in office all properties and records relating to that office within thirty (30) days of the election.

Section 2. Voting. At the annual meeting or at a special meeting of the club, voting shall be limited to those voting members in good standing who are present at the meeting, except for the election of Officers, Liaison (Delegate), and Directors, amendments to the Constitution and Bylaws, and to the Standard for the Breed, which shall be decided by written ballot cast by mail or by means shown in Article II, Section 7. Voting by proxy or fax shall not be permitted.  The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail or by means shown in Article II, Section 7.

Section 3. Annual Election. The election of Officers, Directors and the AKC Liaison (or Delegate, if the Delegate is elected, not appointed), shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary by March 15.  Ballots shall be counted by three (3) inspectors of election who are voting members in good standing and neither members of the current Board nor candidates on the ballot. At the Board of Directors’ discretion, an independent professional firm may be designated to send, receive and count the ballots, whether paper or electronic, apart from the annual meeting.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  If any nominee, at the time of election, 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.

Section 4. Nominations and Ballots. No person may be a candidate in a club election who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board of Directors before November 15. The committee shall consist of three (3) voting members from different areas of the USA, and two (2) alternates, all members in good standing, no more than one (1) of whom may be a member of the current Board of Directors. The Board shall name a chairman for the committee. The Nominating Committee may conduct its business by mail or electronic means.

(a) The committee shall nominate from among the eligible voting members of the club, one candidate for each office, AKC Liaison (Delegate) and for each position on the Board and, shall procure, by mail or electronic means, the written acceptance of each nominee so chosen. The committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The committee shall then submit its slate of candidates to the Secretary on or before December 15.  The Secretary shall send the list by mail or electronically, including the full name of each candidate and the name of the state in which they reside, to each member of the club immediately, so that additional nominations may be made by the members if they so desire.

(b) Additional nominations of eligible members may be made by written petition from the membership, submitted to the Secretary and including the signatures of at least five (5) voting members and provided that the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. Additional nominations must be postmarked or sent electronically by February 1.  No person may be a candidate for more than one position.

(c) If no valid additional nominations are received by the Secretary by February 1, the Nominating Committee's slate shall be declared elected, and no balloting is required.

(d) If one or more valid additional nominations are postmarked by February 1, the Secretary shall, by February 15, send by mail or electronically, to each voting member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside.  If Mail balloting is employed, they will be sent 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. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary.  If ballots are cast electronically, the balloting must be conducted by an independent organization/system which specializes in electronic balloting.  The independent organization/system must ensure the security of the vote, anonymity of the voter, and ensure only one vote can be cast per voting member.  If electronic voting is employed then members who prefer mail balloting must provide written authorization for mail balloting, which is revocable.  Members agree to release the club from any liability should the ballot be received late, or not received by the member due to circumstances beyond the club’s control.  Members not providing written authorization for mail balloting will vote via a secure electronic system if electronic voting is a viable and secure option.  Voting by proxy or facsimile shall not be permitted.   The inspectors of election shall check the paper or electronic returns against the list of voting members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, or prior to processing the electronic votes. The inspector shall certify the eligibility of the voters as well as the results of the voting, which shall be announced at the annual meeting.   If the annual meeting timing does not coincide with the election results, then the results may be announced by sending a correspondence to the membership in accordance with Article II, Section 5, Notice.

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

Article V – Committees

Section 1. The Board may appoint standing committees to advance the work of the club in such matters as dog shows, obedience trials, 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 throughout the year to aid it on particular projects.

Section 2. Any committee appointment may be terminated by a majority vote of the voting 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 any of 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. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $100, 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 club or of 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 for a hearing by the Board not less than twenty one (21) days nor more than forty five (45) days thereafter. The Secretary shall promptly send one (1) 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 appear virtually, or personally on their own behalf and bring witnesses if they wish.

Section 3. Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing virtually or in person, 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 reprimand or suspend the defendant from all privileges of the club for not more than one hundred eighty (180) days from the date of the hearing or until the next annual meeting if that will occur after one hundred eighty (180) days.  If the Board deems that the 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 their fellow members at the ensuing club 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 4. Expulsion. Expulsion of a member from the club may be accomplished only at a meeting of the club membership 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 sixty (60) days but not earlier than thirty (30) days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of appearing, whether in person or virtually on their own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's finding and recommendation, and shall invite the defendant, if present, to speak on their own behalf if they wish. The voting members shall then vote by secret ballot on the proposed expulsion. A two-thirds (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 and the Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20) percent of the voting members 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 ninety (90) days of the date when the petition was received by the Secretary.

Section 2. The Constitution and Bylaws or the Standard for the breed may be amended at any time, provided a copy of the proposed amendment has been sent by the Secretary to each member in good standing on the date the amendment is sent, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual-envelope or electronic procedures described in Article IV, Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than thirty (30) days after the date postmarked, by which date the ballots must be returned to the Secretary to be counted. The favorable vote of two-thirds (2/3) of the voting members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

Section 3.  If the FLCA becomes a Member Club of the AKC, no amendment to the Constitution and Bylaws that is adopted by the club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

Article VIII – Dissolution

Section 1. The club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the voting members in good standing. In the event of the dissolution of the club other than for purposes of reorganization 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 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 IX - Order of Business

Section 1. At meetings 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 Recording Secretary

Report of Corresponding Secretary

Report of Treasurer

Reports of Committees

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:

Roll Call

Reading of minutes of last meeting

Report of Recording Secretary

Report of the Treasurer

Report of Corresponding Secretary

Report of Committees

Unfinished business

Election of new members

New business

Adjournment

Article X - Parliamentary Authority

Section 1. TThe rules contained in the current edition of "Robert's Rules of Order, Newly Revised," shall govern the club 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 club may adopt.

Revised November 2012

Approved January 2013

Revised April 2014

Approved June 2014

Revised June 2023

Approved October 2023