SECTION 1. The name of the Club shall be: Flatirons Kennel Club Inc.

SECTION 2. The objects of the Club shall be:

(a) to further the advancement of all breeds of purebred dogs.

(b) to conduct dog shows and obedience trials, sanctioned matches, and agility 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 of 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 review such By-Laws as may be required to carry out these objectives.

SECTION 1. ELIGIBILITY. 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 objectives of this Club.

While membership is to be unrestricted as to residence, the Clubs primary purpose is to be representative of the breeder and exhibitors in the immediate area, as hobby breeders. No application will be considered for anyone who now or in the past has held a Commercial License for Breeding and/or selling dogs.

A Lifetime membership will be offered to any member, who has been in the Club 20 years or more.

SECTION 2. DUES. Membership dues shall be $15.00 per individual, $20.00 per couple, and $12.50 per Associate per year, payable on or before the 1st day of July of each year. No member may vote whose dues are not paid for the current year. During the month of May the Treasurer shall send to each member a statement of his/her dues for the ensuing year.

SECTION 3. ELECTION OF MEMBERSHIP. Each applicant for membership shall provide that the applicant agrees to abide by the Articles of Incorporation, these By-Laws 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 endorsement of two members. Accompanying the application, the prospective member shall submit dues payment for the current date.

All application are to be filed with the Recording Secretary and each application is to be read at the first meeting of the Club following its receipt. At the next Club meeting that the applicant attends 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. Voting shall be by secret ballot.

Applicants for membership who have been rejected by the Club may not re-apply within six months after such rejection.

SECTION 4. TERMINATION OF MEMBERSHIP. Membership may be terminated:

(a) BY RESIGNATION. Any member in good standing may resign from the Club upon written notice to the Recording Secretary, but no member may resign when in debt to the Club.

(b) BY LAPSING. A membership will be considered lapsed and automatically terminated if such members dues remain unpaid 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days 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 of the date of that meeting.

(c) BY EXPULSION. A membership may be terminated by expulsion as provided in Article VII of these By-Laws.

SECTION 1. CLUB MEETINGS. Meetings of the Club shall be held in the County of Boulder, on the first Thursday of every month, at such hour and place as maybe designated by The Board of Directors. Written notice of each meeting shall be mailed via the Club newsletter “The Flatiron Press” at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the membership.

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 Corresponding Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held in the County of Boulder and at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed by the Corresponding Secretary at least 5 days and not more than 15 days prior to the date of the meeting; and said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20% of the membership of the Club.

SECTION 3. BOARD MEETINGS. Regular meetings of the Board of Directors shall be held once a month on such day of the month as the Board, by unanimous vote of the Board members, may from time to time designate, or, if the Board cannot unanimously agree on a regular day for the monthly meeting, on the third Wednesday of each month. The time and place of each regular Board meeting shall be announced to the members at the next preceding meeting of the members. Meetings shall be held in the County of Boulder at such hour and place as to President may designate. All meetings of the Board, both regular and special shall be open to attendance by all Club members. Written notice of each regular meeting of the Board shall be mailed by the Corresponding Secretary to each Board member at least 5 days prior to the date of the meeting. A quorum from such a meeting shall be not less than two-thirds of the then members of the Board.

SECTION 4. SPECIAL BOARD MEETINGS. Special meetings of the Board may be called by the President, by the Corresponding Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the County of Boulder at such an hour and place as may be designated by the person authorized herein to call such 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 not less than two thirds of the then members of the Board.

SECTION 5. VOTING. 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 he/she is present. Proxy voting will not be permitted at any Club meeting or election. A majority vote of those members present and entitled to vote at the meetings, a quorum being present, and entitled to vote at the meeting, as is expressly otherwise provided herein or in the Article of Incorporation.

SECTION 6. ACTION BY THE BOARD WITHOUT A MEETING. Any action which is required to be, or may be, taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Board had a regular and duly called meeting thereof.

SECTION 1. BOARD OF DIRECTORS. The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and two other persons, 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 and qualified. 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, Recording Secretary, Corresponding 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 the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these By-Law

(b) The Vice-president shall have the powers and exercise the duties of President in case of the President’s death, absence or incapacity until such time as the President is able and present or until the President’s vacated office is duly filled.

(c) The Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all matters other than correspondence of which a record shall be ordered by the Club, shall keep a roll of the members of the Club with their addresses, and carry out such other duties as prescribed in these By-Laws.

(d) The Corresponding Secretary shall have charge of the necessary general correspondence with The American Kennel Club, shall notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, and carry out such duties as are prescribed in these By-Laws or as may from time to time be designated by the Board in accordance with the provisions . of these By-Laws.

(e) The Treasurer shall collect and receive all money due or belonging to the Club and receipt therefor he/she shall deposit the same in the bank or other depository satisfactory to the Board, in the name of the Club, and any such deposits shall be subject to withdrawal only upon the authorized signature of at least two members of the Board. His/her books shall at all time be open to inspection of the Board and he/she shall report to them at every meeting the condition of the Club’s finances and every item or receipt or payment not before reported; and at the annual meeting he/she shall render an account of all moneys received and expended during the previous year. The Treasurer shall also be responsible for preparing or have prepared and filing all necessary income tax reports, both state and federal.

SECTION 3. REMOVAL AND FORFEITURE OF OFFICE. Any officer or director may be removed from office at any time upon a vote of three- fourths of the members present and voting at a special meeting of the membership called for that purpose. Any officer or director who is absent from a total of four regular meetings and the Board during any term of office shall immediately and automatically thereon forfeit his office. Any vacancy occurring by reason of forfeiture or removal shall be filled in accordance with the provisions of Section 4 of this Article IV.

SECTION 4. VACANCIES. Any vacancies occurring on the Board during the year, whether by reason of an increase in the size of the Board or otherwise, shall be filled for the unexpired term of office by a majority vote of all the then members of the Board at its first regular 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 the President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by the Board.

SECTION 1. CLUB YEAR. The Club’s fiscal year shall begin on the first day of July and end on the 30th day of June.

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 first regular Club meeting in July shall be the annual meeting at which directors and officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring office shall turn over to his/her successor in office all properties and records relating to that office 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 two nominated candidate for other positions on the Board who receive the greatest number of votes for such position 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 April the Board shall select a nominating committee consisting of three members and two alternates, not more than one of whom may be a member of the Board. The Corresponding Secretary shall immediately notify committee and alternates of their selection. The Board shall name a Chairman of the Committee and it shall be his/her duty to call a committee meeting which shall be held on or before May 15th.

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

(b) Upon receipt of the Nominating Committee’s report, the Corresponding Secretary shall forthwin notify (by way of published newsletter), in writing of the candidates so nominated.

(c) Additional nominations may be made at the June 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/her proposer shall present to the Recording Secretary a written statement from the candidate. No person may be a candidate for more than one office and the additional nominations which are provided for herein may be made only from members who were not nominated by the Nominating Committee.

(d) Nominations cannot be made at the Annual meeting or in any manner other than as provided in this Section.

SECTION 1. At the first or second meeting of each official year, the Board shall appoint the following committees.

(a) Bench Show Committee consisting of 5 members which committee will be in direct charge of and responsible for all phases of the Club’s License Dog Shows, and Obedience Trials, subject, however, to the final authority of the Board.

(b) Match Committee consisting of three members, which will be in direct charge of and responsible for all phases of the Sanction B/OB Match, subject, however, to the final authority of the Board.

(c) Auditing Committee which shall consisted of three members, which committee shall examine the records of the Treasurer during the last month of each fiscal year and report its findings to the Club at the October meeting.

(d) Judges Selection Committee which shall consist of three members, which committee will be in direct charge and responsible for the selection and securing the services of all judges for the Club Shows and Obedience Trials, The Committee will be appointed by the Board annually. All Committee actions are subject to the final authority of the Board.

(e) The Agility Committee shall consist of five members, which will be in direct charge of and responsible for all phases of the Agility Trials subject to the final authority of the Board.

(f) Such other committees as considered desirable.

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 successor to those persons whose service has been terminated.

SECTION 1. AMERICAN KENNEL CLUB SUSPENSION. Any member who is suspended from the privilege of The American Kennel Club automatically shall be suspended from 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 interest of the Club. Written charges with specifications must be filed in duplicate with the Recording and Corresponding Secretaries together with a deposit of $50.00 deposited with the Recording Secretary, which shall be forfeited if such charges are not sustained by the Board following a hearing. 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 not allege conduct which would be prejudicial to the best interest of the Club, it may refuse to entertain jurisdiction. The Corresponding Secretary shall promptly notify the Board, which shall meet and fix a date of a Board hearing not less than 3 weeks nor more than 6 weeks thereafter. The Corresponding 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 bring witnesses if he/she wishes.

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 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 finding shall be put in written form and filed with both the Recording and Corresponding Secretaries. The Corresponding 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 invite the defendant, if present, to speak in his/her own behalf if he/she wishes. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds vote of those present at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.

SECTION 1. Amendments to the Articles of Incorporation and By-Laws may be proposed by the Board of Directors or by written petition addressed to both the Corresponding and Recording Secretaries signed by twenty per cent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three months of the date when petition was received by the Corresponding Secretary.

SECTION 2. The Articles of Incorporation and By-Laws may be amended by a two-thirds vote of the members present at any 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.

SECTION 1. DISSOLUTION. The Club may be dissolved at any time by the written consent of not less than two-thirds of the members. 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 payments of debts of the Club its property and assets shall be given to a charitable organization for the benefit of dogs, such organization to be selected by the Board of Directors.

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 Board
• Report of President
• Report of Recording Secretary
• Report of Corresponding Secretary
• Report of Treasurer
• Report of Committees
• Election of Officers and Board (at annual meeting)
• Introduction of Prospective members and guests
• Election of New Members
• Unfinished Business
• New Business
• Adjournment

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

• Roll Call
• Reading of minutes of Last Meeting
• Report of Recording Secretary
• Report of Corresponding Secretary
• Report of Treasurer
• Report of Committees
• Unfinished Business
• New Business
• Adjourn

SECTION 3. The rules contained in the latest edition of Robert’s Rules of Order, Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws or with any special rules of order of this Club.

At the May 1985 meeting of the Club the motion was made and carried to add the provision of Associate Membership to the By-Laws. “An Associate Member shall have all the privileges of the general membership, except voting rights and will not be considered in the determination of the Quorum.”

Any person who has been a member of the Club, and in good standing, shall after 20 years, be given a Lifetime Membership. Such member shall be in good standing with the American Kennel Club and shall not be indebted to the Club in any manner to receive this membership. A Lifetime membership shall not require further dues for the member unless this is changed by the then Membership of the Club. April 1999

The Past President was added to the Officers and Board of Directors effective May 2004. They will retain this position until a new President has been elected to that post and will replace the now Past President post.

May 6, 2004