Policies and Procedures Handbook:

Establishment of SSDCA, Inc Affiliate Chapters

Effective 11/1/01

I. Purpose: To provide effective opportunities for local participation in carrying out the mission of the Shiloh Shepherd™ Dog Club of America, Inc. (SSDCA).

A. Application and Formation

1. Initial Application: The initial application shall be submitted on the form shown in Attachment #1 to this policy and shall include the following information:

a. The proposed geographic region from which the chapter’s membership will be drawn;
b. The proposed name of the chapter, which must include one of the following two phrases:

· The phrase "an authorized chapter of the SSDCA." Example: "The Heartland Shiloh Shepherd™ Dog Club, an authorized chapter of the SSDCA;" or

· The letters "SSDCA." Example: "The SSDCA Heartland Dog Club."

c. Identification of the SSDCA member in good standing who will be the responsible party for communicating with the SSDCA Board regarding the initial application;

d. The signatures and printed names of those supporting the formation of a chapter; and

e. Identification of interim officers.

2. Board Action: Upon receipt of an application for a chapter formation, the Board shall review the application and take one of the following three actions:

a. Deny the application;

b. Request additional information before acting on the application; or

c. Grant Provisional Approval (see Section V.A.3. below) for the group to proceed. If the Board grants a Provisional Approval, the Board shall take the following actions:

1) Assign one of its members to be the principal contact for the group seeking to establish a SSDCA chapter. This Board Member shall be responsible for assisting and overseeing the group in its activities toward obtaining the Board’s final approval to operate a SSDCA chapter; and

2) Appoint three of the SSDCA members in good standing whose names appeared on the initial application as temporary officers whose responsibilities shall be as described in Section V.A.3. below. The temporary officers may be the persons identified as interim officers on the groups Application.

3. Provisional Approval of an Application: If the Board grants Provisional Approval for the formation of an SSDCA chapter, the following information/documents shall be submitted to the Board within 90 business days of the date of grant of Provisional Approval. Failure to submit this information to the Board within the 90 business-day period shall render the application and Provisional Approval inactive. The group, if it continues to desire to organize the chapter, shall submit a new application.

a. Proposed Name and Bylaws: The structure and content of this document shall, at a minimum, reflect the sample provided in Attachment #2 to this policy. The Name and Bylaws shall not contain anything that is at variance with the expressed purposes of the SSDCA, Inc. or with its Bylaws.

b. Nomination and Election Schedule: The proposed schedule for nominating and electing officers pending the SSDCA Board’s final approval for the formation of the chapter.

4. Final Approval for Formation: Upon receipt of the required information, the Board shall act to grant final approval for formation of the chapter, to solicit additional information before acting or to deny the chapter’s formation.

5. Formation: Upon notification of approval for formation of the chapter, the necessary steps shall be taken to make the chapter a legal entity. Examples of these steps include: opening of a chapter bank account; collection of dues; election and installation of officers; etc. A new club often encounters difficulties when it attempts to open a bank account. The difficulties arise for two reasons: banks will not open an account for an organization that is not legally organized and, if no dues have yet been received, a bank account can not be opened without a deposit. This difficulty may be resolved in one of three ways: have dues payments made out to an individual who then endorses the funds over to the chapter’s account at the applicable time, have a member make the minimum deposit necessary to open the account and then be reimbursed in that amount from that account from member dues; or have the SSDCA issue a check in the minimum amount to the chapter and be reimbursed from the dues.

B. Activities of a chapter: Each chapter of the SSDCA, Inc. is authorized to undertake such activities as are consistent with the purposes of the SSDCA, Inc. and are not prohibited by the Board or by a general rule applicable to all chapters.

C. Authority and jurisdiction of the SSDCA, Inc. Board: The SSDCA, Inc. Board retains the following jurisdictions over SSDCA, Inc. Affiliate Chapters:

1. To suspend or annul a chapter if, in the judgment of the Board, such action is in the best interest of the SSDCA, Inc.;

2. To grant a chapter’s application to amend its Name or Bylaws. No changes shall be made to a chapter’s Name and/or Bylaws in the absence of written approval by the SSDCA, Inc.’s Board. Chapters wishing to amend the Name and/or Bylaws shall so notify the Board in writing and include the reasons for same;

3. To determine the geographic area encompassed in a chapter’s membership and to determine or change the location of a chapter’s headquarters; and

4. To take disciplinary action against a chapter as discussed below.

D. Discipline

1. Charges: Any SSDCA, Inc. member in good standing may prefer charges against any SSDCA, Inc. chapter for violating SSDCA, Inc. regulations or for conduct which is prejudicial to the interests of the SSDCA, Inc. The allegations must be submitted in writing and must be sworn to before a Notary Public. The charges shall be forwarded to the SSDCA, Inc. Secretary with a deposit of seventy-five dollars ($75.00) for each charge. The deposit shall be forfeited for each charge that is not sustained. The SSDCA, Inc. President may file charges on behalf of the SSDCA, Inc. without the required filing fee.

If any charges against a chapter fail to be heard within the time frame specified in this document, all money deposited with the SSDCA, Inc. by those filing the charges will be refunded.

2. The Secretary shall send copies of said charges by certified mail to each member of the SSDCA, Inc. Board within fifteen (15) days after receipt. The Board shall act upon said charges within sixty (60) days after receipt of same and the answer thereto.

3. The Secretary shall also send one (1) copy of the charges to the accused chapter in care of the contact person of record for the chapter. The charges shall be sent by certified mail not more than fifteen (15) days after receipt.

4. The chapter may answer charges in writing to the Secretary within thirty (30) days of receipt, and may also provide testimony from witnesses. The Secretary shall forward copies of any answer and/or any testimony to all members of the SSDCA, Inc. Board by certified mail within fifteen (15) days of receiving same. If no answer is received, the Secretary shall so inform the Board after thirty (30) days. The Board must act within sixty (60) days of receiving the answer to the charges or the notification that no answer was forthcoming.

5. The Secretary shall forward copies of the reply from the accused chapter and testimony from defense witnesses by certified mail within fifteen (15) days of receipt to each member of the Board.

6. To be heard, charges must be filed within one (1) year of the date of the alleged misconduct or rule violation. The Board shall, by majority vote, sustain or not sustain the charge(s). The Board shall make a determination about the relevancy of the charges and if the charges will be considered by the Board. If not relevant, the accuser shall be notified by the Secretary within fifteen (15) days of the Board's decision.

7. The Board shall recommend, if the charges are sustained, appropriate disciplinary action, which may include:

a. A reprimand;

b. A monetary fine in an amount commensurate with the seriousness of the offense;

c. Placement of the chapter on probation under the supervision of some person appointed by the SSDCA, Inc. Board;

d. Suspension of the chapter for a specified period of time, during which the chapter may hold no SSDCA, Inc. sanctioned activities; and/or

3. Cancellation of the chapter’s authorization to operation as an SSDCA, Inc. affiliate.

VII. Applicability: This policy is applicable to all persons desiring to establish an organizational affiliate with the SSDCA, Inc. and to all members of the SSDCA, Inc. Any SSDCA, Inc. member who initiates or supports a group whose activities give the appearance of being affiliated with or having a relationship to the SSDCA, Inc. and/or its mission and/or objectives but has not been authorized by the SSDCA, Inc.’s Board under the terms of this document shall be subject to suspension or expulsion from the SSDCA, Inc. Further, any SSDCA, Inc. member who initiates or supports a group whose activities are contrary to the SSDCA, Inc.’s mission and/or objectives or whose activities are divisive or cause unrest among the SSDCA, Inc. membership shall be subject to suspension or expulsion from the SSDCA, Inc.

Section 1-Eligibility. The Chapter’s membership shall be open to all persons that are members of the SSDCA, Inc and who subscribe to the purposes of the Chapter and who are interested in learning more about the breed and in helping to promote its popularity and who live within the Chapter’s regional boundaries. Dual chapter memberships shall be limited to the following:

Section 2 - Dues. Dues shall be determined by a majority vote of the membership present at a regularly constituted meeting so long as the membership is notified of the proposed change at least 30 days prior to the meeting. A quorum shall be present to vote.

Section 3 – Assessments. Special assessments recommended by the Executive Committee may be levied by a majority vote of the membership present at a regularly constituted meeting so long as the membership is notified of the proposed assessment at least 10 days prior to the meeting. A quorum shall be present to vote.

Section 4 - Election to membership: Each applicant for membership shall apply on a form as approved by the Executive Committee and which shall provide that the applicant agrees to abide by the rules of the Chapter. The applicant shall state his/her SSDCA membership number, name, address, occupation, etc., and complete the remaining questions on the questionnaire; furthermore the applicant must also sign the application form, and agree to abide by the bylaws of the Chapter and the Constitution of the SSDCA. Accompanying the application, the prospective member must also submit dues as per schedule in Article I Section 2. All applications are to be filed with the Chapter Secretary, and are subject to approval by the Board.

Section 5 - Termination of membership. Memberships may be terminated as follows:

1) International Shiloh Shepherd™ Registry, Inc. and/or Shiloh Shepherd™ Dog Club of America, Inc. suspension. Any member who is suspended from the privileges of the International Shiloh Shepherd™ Registry, Inc. and/or Shiloh Shepherd™ Dog Club of America, Inc. automatically shall be suspended from the privileges of this Chapter for a like period.

2) Initiating or participating in non-Chapter and/or non-SSDCA authorized activities. Any member who initiates or participates in Chapter and/or SSDCA business and/or activities without first obtaining appropriate authorization from the Chapter and/or the SSDCA shall be subject to suspension and/or expulsion from the Chapter.

3) Other Misconduct. Any member who engages in misconduct which is against the best interests of the Chapter, the SSDCA, the ISSR or the breed or that is divisive or brings discredit on the Chapter, the SSDCA, the ISSR or the breed is subject to suspension and/or expulsion from the Chapter.

4) Disposition. Any member of the Chapter may be suspended or expelled by a majority vote of a quorum of the Executive Committee for failure to abide by the SSDCA, Inc.’s Constitution or the Chapter’s By-laws.

Article II Chapter Year, Meetings, Elections, and Voting

Section 1 - Chapter Year. The Chapter’s fiscal year shall begin on the first day of September and end on the thirty-first day of August. The Chapter’s official year shall begin immediately at the conclusion of the annual meeting and shall continue through the election at the next annual meeting.

Section 2 - Meetings. All Chapter meetings and Special Chapter meetings shall only be open to members in good standing with the Chapter. Locations and dates of Chapter meetings shall be determined by majority vote of the membership. The Chapter shall hold at least four meetings each year. The membership shall be notified of the agenda, place, date and time at least 30 days prior to the meeting. On-line meetings shall be allowed provided all members have the required access to participate in the meetings.

No one under the influence of alcohol and/or illegal substances will be allowed to attend any Chapter function. Anyone attempting to attend said function in said condition will be asked to leave. Failure to leave when requested will subject the member to suspension and/or expulsion from the Chapter. Furthermore, anyone using vulgar or profane language more than three times in the duration of one Chapter function will be asked to leave. Failure to leave when requested will subject the member to a suspension from all Chapter functions for a minimum time of three (3) months effective immediately. Chapter members are also responsible for guests brought to Chapter functions and shall be subject to the same penalties for a guest’s violation of this condition for attendance at Chapter functions.

Section 3 – Special Meetings.

a) Special meetings may be called by the Chapter’s President provided notice stating the agenda, location, date and time is provided to the membership in a timely manner.

b) The membership, as defined by a majority of voting members at a general meeting, may petition the President for any particular action. The petition has the effect of requiring the President to call a special meeting for purpose of addressing the particular action.

Section 4 - 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 Chapter at which he/she is present. Proxy voting shall not be permitted at any Chapter meeting or election. Members living outside of a 100 miles radius from the meeting location, and unable to attend may send their votes in by ballot no less than seven days prior to elections.

Section 5 – Executive Committee Meetings. The Executive Committee shall meet at least ____________ or as the need arises. Notification of such meetings shall be sent by the Secretary/Treasurer at least two weeks in advance of the meeting and shall state the agenda, location, date and time of the meeting. All measures and/or actions shall be decided by a majority vote.

Section 6 - Nominations. No person may be a candidate in a Chapter election who has not been nominated. During the month of ___________, the Executive Committee may select a Nominating Committee to prepare a slate of nominees for Executive Officers. The slate shall be made available to all voting members by _________________ of the election year.

Section 7 - Elections. The nominated candidates for the other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Article III Executive Committee

Section 1 – Membership. The Executive Committee shall consist of not less than three persons holding no more than two positions: one primary position and one secondary position each.

Section 2 – Authority. The Executive Committee shall have the right, power and authority to control all business affairs of the Chapter, subject to the majority vote of the Chapter’s membership.

In the event that the chapter members unanimously agree to collect and/or donate money for a specifically announced purpose above and beyond the basic day-to-day operating expenses,  the affiliated chapter must consult with the SSDCA Board of Directors for approval.  The affiliated chapter may, under no circumstances, collect money to donate to another non-profit organization.

Section 3 – Duties. The duties of the Executive Committee shall be to establish the agenda for Chapter meetings; arbitrate conflicts of interest among Chapter members; resolve and/or carry out any disciplinary actions; and designate a Nominating Committee to draw up a slate of nominees for election to executive offices of the Chapter.

Article IV Executive Officers

Section 1 – Elected Officers. The elected officers of the Chapter shall be the President, Vice-President and Secretary/Treasurer. The term of office shall be ____________________. Elected officers must be members in good standing in the Chapter and the SSDCA, Inc.

Section 2 – Officer Duties.

a) The President shall preside at all meetings of the Chapter and shall serve as Chairperson of the Executive Committee. The President shall appoint such committees as are necessary and shall not vote on Chapter matters except in the case of a tie vote. The President shall also provide guidance and assistance to all other Executive Committee members. The President shall serve as the principal liaison with the SSDCA, Inc. and shall submit to the SSDCA, Inc. Treasurer a complete financial report at the end of each fiscal year, and a quarterly report to the SSDCA, Inc. Board of the Chapter’s activities during the previous quarter and plans for the upcoming quarter.

b) The Vice-President shall carry out the duties of the President in the President’s absence. The Vice-President shall serve as Vice Chairman of the Executive Committee as well as be responsible for all inquiries for breed information and work directly with the SSDCA, Inc. Membership Coordinator and the SSDCA, Inc. Show Director and report all progress and concerns to the Chapter President.

c) The Secretary/Treasurer shall record the minutes of Chapter and Executive Committee meetings; maintain all chapter records as may be required; handle all incoming and outgoing correspondence except for work assigned to others, wherein copies of all incoming and outgoing correspondence handled by others shall be given to the Secretary/Treasurer for inclusion in the Chapter’s official files. The Secretary/Treasurer shall maintain accurate records of all monies collected and disbursed by the Chapter with said financial records being maintained in a standard, simple accounting format; shall submit an annual report to the membership and the. President; and shall serve as a member of the Executive Committee.

d) Officers may include a Membership Chairperson and a Show Director as deemed necessary by the Executive Committee. Alternatively, the previously listed officers may elect to assume the duties of these two other officer positions. If the other officers are persons other than the President, Vice President or Secretary/Treasurer, they also shall be members of the Executive Committee.

Section 3-Vacancies. In the event any elected officer or any other member of the Executive Committee is unable to fulfill his/her duties and does not tender a resignation, the Executive Committee shall determine the necessity for a replacement.

Any member of the Executive Committee may resign at any time by giving written notice to the President. The resignation shall be effective the date of such notice or a date specified therein.

Nominations for replacement shall be accepted from the general membership and a special election shall be held. The membership shall be notified of the vacancy before the next general meeting.

Article V Amendments

Section 1 - Amendments to this document may be proposed by the Executive Committee, or by written petition addressed to the Secretary and signed by 25% of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Executive Committee and must then be submitted to the membership for a vote within three months of the date when the petition was received by the Secretary.

Section 2 - The constitution and by-laws may be amended by a 2/3 vote of all members at any regular or special meeting called for the purpose, provided the proposed amendment has 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 3 - All amendments shall be approved in writing by the SSDCA before implementation. Further, the SSDCA has the right to veto any amendment to the constitution and/or by-laws.

Article VI Show Attire and Conduct, Tracts, and Gossip

Section 1 - Show attire and conduct shall comply with the rules and regulations of the SSDCA.

Article VII Chapter Creation, Activities and Dissolution

Only the SSDCA may authorize the creation or dissolution of a chapter. All Chapter activities must be approved in advance by the SSDCA. The Chapter President shall provide the SSDCA Board with a quarterly report of the Chapter’s activities.