CONSTITUTION and BY-LAWS

Constitution and By-Laws

of the

Onondaga Kennel Association

as voted on August 25, 2010

Article l

Names and Objectives

SECTION 1. The name of the Association shall be the Onondaga Kennel Association.

SECTION 2. The objects of the Association shall be:

(a) to further the advancement of the Association and all purebred dogs by

whatever act or means prudent and justifiable.

(b) to conduct dog shows, obedience trials, rally trials, agility trials and sanctioned matches under the rules of the American Kennel Club.

(c) to do all in its power to protect and advance the interests of all breeds of purebred dogs and to encourage sportsmanlike competition at dog shows, obedience trials, rally trials and agility trials.

SECTION 3. The club shall not be conducted or operated for profit and no 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 Association shall adopt and may from time to time revise such by-laws as may be required to carry out these objectives.

BY-LAWS

Article 1

Membership

SECTION 1. Eligibility. There shall be two (2) types of memberships:

One open to all persons eighteen (18) years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of the Association and with voting rights, Second for Junior OKA, ages 9 but under 18 with no voting rights

While membership is to be unrestricted as to residence, the Association’s primary purpose is to be representative of breeders and exhibitors in the immediate area.

SECTION 2. Dues. Membership dues shall not exceed sixty dollars ($60.00) per year, payable on or before the first day of February. A family membership shall be limited to two adults residing in the same household. Additional adults in the same household must apply as individual members. Membership dues for people joining the Association after August 1 of any year shall be one-half the yearly dues for the balance of the year to which application for membership is made. No member may vote whose dues are not paid for the current year. During the month of December, the Recording Secretary shall send to each member a statement of his dues for the ensuing year. Prospective members will pay annual dues at time of application. Dues will be refunded if not voted into membership.

SECTION 3. Election to Membership. Each application for membership shall apply on a form approved by the Board of Directors and which shall provide that the applicant agrees to abide by the constitution, by-laws and the rules of the American Kennel Club. The application shall state the name, address, and occupation of the applicant. Accompanying the application, the prospective

member shall submit dues payment for the current year in accordance with Article 1, Section 2. The application for membership shall carry the endorsement of a member in good standing.

All applications are to be filed with the Membership Chairperson and each applicant must attend three (3) meetings of the Association following its receipt within twelve (12) months of application. With Board approval at the fourth Association meeting the application will be voted on and an affirmative vote of three fourths (3/4) of the members present and voting at the meeting shall be required to elect the applicant. The applicant shall be absent during voting.

Applicants for membership who have been rejected by the Association shall have application money refunded and may not re-apply within six (6) months after such rejection.

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

(a) by resignation. Any member in good standing may resign from the Association upon notice to the Recording Secretary, but no member may resign when in debt to the Association. Dues obligations are considered a debt to the Association and they become incurred on the first day of the fiscal year.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first day of the fiscal year; however, the Board may grant an additional thirty (30) in meritorious cases. In no case may a person be entitled to vote at any Association meeting whose dues are unpaid at the date of that meeting.

ARTICLE II

Meetings and Voting

SECTION 1. Association Meetings. Meetings of the Association shall be held in the county of Onondaga, State of New York, once a month, generally on the second Wednesday of each month in each year, at such hour and place as designated by the Board of Directors. Written notice of each such meeting shall be made by the Recording Secretary to the membership at least ten (10) days prior to the date of the meeting. The quorum for such meetings shall be 10% of the membership in

good standing, plus a majority of the Board.

SECTION 2. Special Meetings. Special Association meetings may be called by the President, or by a majority of the members of the Board, and shall be called by the Recording Secretary upon receipt of a petition signed by five (5) members of the Association who are in good standing. Such special meetings shall be held in the County of Onondaga, State of New York 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 meetings shall be mailed by the Recording Secretary at least five (5) days and not more than fifteen (15) 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 10% of the membership in good standing, plus a majority of the Board.

SECTION 3. Board Meetings. Meetings generally of the Board of Directors shall be held in the County of Onondaga, State of New York generally on the fourth Wednesday of each month in each year, at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Recording Secretary at least five (5) days prior to the date of

the meeting. The quorum of such a meeting shall be a majority of the Board. A board meeting may be held via conference call at the discretion of the Board.

SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President; and shall be called by the Recording Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such Special meetings shall be held in the County of Onondaga, State of New York, at such hour and place as may be designated by the person authorized herein to call such meetings.

Written notice of such meeting shall be mailed by the Recording Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall

be a majority of the Board.

SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one (1) vote at any meeting of the Association at which they are present excluding Junior members. Proxy voting will not be permitted at any Association meeting or election.

ARTICLE lll

Directors and Officers

SECTION 1. Board of Directors. The Board of Directors shall consist of thirteen members, including elected offices of President, Vice-President, Recording Secretary and Treasurer and nine (9) other persons all of whom shall be members in good standing. Three Directors shall be elected for a period of three (3) years each at each Annual Meeting as provided in Article IV and shall serve

until their successors are elected Directors shall be limited to two (2) consecutive terms at any one time. General management of the Association’s affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The offices of President, Vice-President, Treasurer and Recording Secretary shall be elected at the Annual Meeting in the odd years. They shall be members in good standing and shall be elected for a two (2) year term as provided in Article IV and shall serve until their successors are elected. Elected President and Vice President shall be limited to two (2) consecutive terms at any one time.

Appointments shall be made for a period of one (1) year. Appointed officers shall be members in good standing. Officers shall serve in their respective capacities with regard to the Association and its meetings and/or the Board and its meetings.

(a) The President shall preside at all meetings of the Association and of the Board, and shall have the duties and the power normally appurtenant to the office of the President in addition to those particularly specified in these by-laws.

(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 Association and the Board of Directors and all matters of which record shall be ordered by the Association. He/she shall have charge of in-club correspondence, notify the members of meetings, notify officers and directors of their election to office, keep a roll of the members of the Association, with their addresses, and carry out such other duties as are prescribed in the Constitution and By-laws or as authorized by the Board of Directors.

(d) The Corresponding Secretary shall be the Secretary of record for correspondence with the A.K.C. and the O.K.A. and any other external correspondence for the O.K.A. The Corresponding Secretary shall keep all records to Sanction Matches, Point Shows, Agility and Obedience Trials sponsored by the O.K.A.

(e)The Treasurer shall collect and receive all monies due or belonging to the Association. He/she shall deposit the same in a bank designated by the Board, in the name of the Association. The books shall at all times be open to inspection by the Board and he/she shall report to the Board at every meeting the condition of the Association’s finances and every item of receipt or payment not before reported; and at the annual meeting render an account of all monies received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors determine.

(f) The A.K.C. delegate shall represent the Onondaga Kennel Association at A.K.C. quarterly meetings. It shall be the duty of the A.K.C. delegate to disseminate information to the membership. The membership shall be informed of all votable issues and the delegate shall vote according to the wishes of the Association.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual meeting by a majority vote of all the then members of the board at the first regular meeting following the creation of such a vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

ARTICLE IV

The Association Year, Annual Meeting, Elections

SECTION 1. Association Year. The Association fiscal year shall begin on the1st day of February and end on the 31st of January. The Association’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election of the next annual meeting.

SECTION 2. Annual Meeting. The annual meeting shall be held in the month of April at which Officers, in accordance with Article lll, Section 2. and directors, in accordance with Article lll, Section 1, shall be elected by secret, written ballot from those nominated in accordance with Section 4 of this

Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.

SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The three nominated candidates for other positions on the Board who receive the greatest number of votes for each position shall be declared elected.

SECTION 4. Nominations. No person may be a candidate in an Association election who has not been nominated. Nominations shall be conducted as follows:

(a) During the month of December the Board shall select a nominating committee consisting of three (3) members and one (1) alternate, not more than one of whom may be a member of the Board.

(b)The Board shall name a chairperson for the committee and it shall be his/her duty to call a committee meeting which shall be held on or before February 1.

(d)The Recording Secretary shall notify each member in writing of the candidates so nominated, two (2) weeks prior to the March meeting to give members ample time to consider other candidates.

(e) Additional nominations may be made from the floor at the March meeting.

(f)Nomination cannot be made at the Annual Meeting or in any manner other than as provided in this section.

ARTICLE V

Committees

SECTION 1. The Board may each year appoint standing committees to advance the work of the Association in such matters as dog shows, obedience trials, trophies, annual prizes, membership and other fields which may be served by committees. Such Committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it in particular projects.

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 successors to those person(s) whose services have been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the Privileges of this Association 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 Association. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of no more than Fifty dollars ($50.00) which shall be forfeited if such charges are not sustained by the Board following a hearing. The Recording Secretary shall promptly send a copy of the charges to each member of the Board present 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. If

the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Association it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board not less than three (3) weeks and not more

than six (6) weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and assurance that defendant may personally appear in his own defense and bring witnesses if he 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 the complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the Association for not more than six (6) months from the date of the hearing, and if it deems that punishment insufficient it may also recommend to the membership that the penalty

be expulsion. In such case, suspension shall not restrict the defendant’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 Recording Secretary. The Recording 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 Association may be accomplished only at a meeting of the Association following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. Such a proceeding may occur at a regular or special meeting of the Association 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 in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by a secret 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 voted, the Board’s suspension shall stand.

ARTICLE VII

Amendments

SECTION 1. Amendments to the constitution and by-laws may be proposed by the Board of directors or by written petition addressed to the Recording Secretary signed by twenty (20) percent 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 Recording Secretary for a vote within three (3) months of the date when the petition was received by the Recording Secretary.

SECTION 2. The constitution and by-laws may be amended by a 2/3 vote of the members present and voting 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 meeting.

SECTION 3. No amendment to the constitution and by-laws that is adopted by the Association shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

ARTICLE VIII

Dissolution

SECTION 1. Dissolution. The Association may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Association other than for purposes of reorganization whether voluntary or involuntary or by operation of law, 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 of Directors.

ARTICLE IX

Order of Business

SECTION 1. 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

Minutes of last meeting

Report of the President

Report of Recording Secretary

Report of Corresponding Secretary

Report of Treasurer

Reports of Committees

Election of Officers and Board (at annual meeting)

Election of new members

Unfinished business

New business

Adjournment

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

Reading of the Minutes of the last meeting

Report of Recording Secretary

Report of Treasurer

Reports of Committees

Unfinished business

New Business

Adjournment

ARTICLE X

Parliamentary Authority

SECTION 1. The rules contained in the current addition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not consistent with these by-laws or any special rules of order the club may adopt.