Tri-State Poodle Club, Inc.

Constitution
Section 1: The name of the club shall be Tri-State Poodle Club, Inc.
Section 2a: The mission of Tri-State Poodle Club is to promote and protect poodles in the
Illinois, Iowa, and Wisconsin tri-state area through community, education, performance
and rescue.
Section 2b: This organization is incorporated as a non-stock, non-profit in the state of
Wisconsin for these purposes: Tri-State Poodle Club, Inc. exists to promote and protect
poodles through developing a collaborative and mutually beneficial community that
encourages breeding for the purpose of health and temperament, supports the needs and
care requirements for each others poodles, and encourages the strengthening of the
relationships between owner and poodle, offering education opportunities about the
proper care of poodles through workshops and seminars, and encouraging the advanced
training of poodles by offering workshops and promoting competition opportunities. TriState Poodle Club, Inc. is designated as a mutual benefit corporation.
Section 3: No part of the net earnings, properties of the directors of this corporation, on
dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members,
directors, officers or other private person or individual, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes set forth in Article I,
Section 2.
Section 4: The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.
By-Laws
Article I: Membership
Section 1: Eligibility:
There shall be two types of membership, voting and non-voting, open to all persons who
subscribe to the purposes of this Club. While membership is to be unrestricted as to
residence, the clubs primary purpose is to be representative of those in its immediate
area:
a) Voting Members:
There are three types of voting members:
1. Household: Enjoys all club privileges including the right to vote and hold office;
may serve on and chair committees; counted in quorum for Club meetings.
Household memberships expire October 1st of each year.
2. Life-Time: Enjoys all club privileges including the right to vote and hold office;
may serve on and chair committees; counted in quorum for Club meetings. LifeTime memberships do not expire.
3. Board: Enjoys all club privileges including the right to vote and hold office; may
serve on and chair committees; counted in quorum for Club meetings.
b) Non-Voting Members
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There are four types of non-voting members:

1. Junior: Entitled to all club privileges except voting; may not serve on or chair a
committee; are not counted in the quorum for Club meetings.
2. Honorary: Entitled to all club privileges except voting; may serve on and/or chair
a committee; are not counted in the quorum for Club meetings.
3. Suspended: All privileges temporarily revoked per board decision; may not serve
on or chair a committee; are not counted in the quorum for Club meetings.
4. In-active: Approved membership application filed; household membership
pending receipt of current dues; may not serve on or chair a committee; are not
counted in the quorum for Club meetings.
Section 2: Dues
Dues shall be established by the Founding Board. Changes to membership dues shall be
voted on by club members. Dues are payable on or before the 1st day of October of each
year. Dues paid three months prior to the new membership year apply immediately and
throughout the following year. No member may vote whose dues are not paid for the
current year.
Section 3: Election to Membership
Household/Junior: Each applicant for Membership shall apply on a form as approved
by the Board which shall provide that the applicant agrees to abide by this
constitution, these by-laws, and the member code of ethics. Only complete
applications will be accepted. Membership cards will be provided upon request at
any event. Memberships are in-active until all paperwork is received and dues are
paid.
Board: Must be a voting member in good standing. Members nominate potential
board members. Upon acceptance of nomination, board membership is granted
pending election by 2/3 of club member quorum at a club meeting.
Life-Time Membership: Must have enrolled during founding fundraiser or have
served as a board member and paid life-time membership fee as set by the board,
not to be less than $100.
Honorary and Suspended membership designations are made by a quorum vote of
the board.
Section 4: Termination of Membership
Membership may be terminated by:
a) Lapsing. A membership will be considered lapsed and automatically deemed inactive if
members dues remain unpaid the first day of the membership year. In no case may a
person be entitled to vote at any Club meeting whose dues are unpaid as of the date of
that meeting.
B) Expulsion. A membership may be terminated by expulsion as provided in Article VI,
Section 2 of these bylaws.
ARTICLE II: Meetings and Voting
Section 1. Club Meeting
Meetings of the Club shall be held within the Illinois, Iowa, Wisconsin tri-state area, at such
hour and place as may be designated by the board. At least one Club meeting shall be
held each year. Written notice of each club meeting shall be communicated via email to
club members at least 10 days prior to the date of the meeting. The quorum for any Club
meeting shall be 20% of the voting households. Each household is granted one vote.
Section 2. Board Meetings
Meetings of the Board shall be held within the Illinois, Iowa, Wisconsin tri-state area, at
such hour and place as may be designated by the board. Board meetings shall be held at
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least once a year. Meetings of the board may also be conducted electronically. The
quorum for such a meeting shall be a majority of the board but no less than 3. Board
meetings shall include an agenda and minutes or equal documentation.
Section 3. Special Board Decisions
The board may make decisions outside of board meetings providing a quorum (majority of
the board but no less than 3) is reached. The president may vote on time-sensitive
motions should the other reached members of the board deem it necessary due to time
restraints.
Section 4. Voting
Proxy voting will not be permitted at any club meeting or election.
ARTICLE III: Directors and Officers
Section 1. Board Members
General management and direction of the Clubs affairs shall be entrusted to the board.
The board shall be comprised of a minimum of three individuals.
Board members and officers shall be elected for a two-year term at the Clubs annual
meeting as provided in Article IV and shall serve until successors are elected.
Section 2. Officers
Office roles shall be filled by board members.
The offices of Recording Secretary and Treasurer may be held by the same person.
Required Officer Positions:
a) President shall preside at all meetings of the Club and of the board and shall have
the duties and powers normally pertinent to the office of the President in addition to
those specified in these by-laws.
c) Recording Secretary shall keep a record of all meetings of the Club and of the
board and of all matters of which a record shall be ordered by the Club.
d) Treasurer shall collect and receive all moneys due or belonging to the Club.
Moneys shall be deposited in a bank designated 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 on the condition of the Clubs finances; at the
annual meeting an accounting shall be rendered of all moneys received and
expended during the previous fiscal year. An annual financial review and self-audit
of the Clubs financial records will be conducted in June by the board.
Optional Officer Positions as Deemed Necessary by the Board:
e) Vice-President shall have the duties and exercise the powers of the President in
the case of the President's death, absence, or incapacity.
f) Additional optional officer positions may be defined at the boards discretion.
Section 3. Vacancies
Any vacancies occurring on the board or among the offices during the year may be filled
until the next annual election 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; when possible, a vacancy in the office of 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.
ARTICLE IV: Club Year, Annual Meeting, Elections, Nominations
Section 1. Club Year
The Club's fiscal year shall begin on June 1st and end on May 30 th.

The Club's governance 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 annual meeting shall be held annually at which Officers and Board Members for the
ensuing year shall be elected by secret ballot from among those nominated in accordance
with this Article. They shall take office immediately upon the conclusion of the election and
each retiring officer shall turn over to the successor in office all properties and records
relating to that office within 30 days after the election.
Section 3. Nominations
No person may be a candidate in a Club election who has not been nominated.
Nominations of club members are made in writing addressed to the board prior to the
annual club meeting. The board shall procure the acceptance in writing of each nominee.
The board shall publish nominations prior to the annual club meeting.
Section 4. Elections
The nominated candidate receiving the greatest number of votes for each office shall be
declared elected.
ARTICLE V: Committees
Subject to a majority vote of the board, the board may appoint committees. Such
committees shall always be subject to the final authority of the board.
ARTICLE VI: Discipline
Section 1. Charges
A member may make official charges against another individual member for alleged
misconduct prejudicial to the best interests of the Club or suspected violation of member
code of ethics or breeder code of ethics. Charges should be submitted in writing to the
board via any board member.
Section 2. Hearings
The board will vote whether to pursue a hearing regarding charges presented.
Hearings will follow the following Stages:
Stage 1: Complainant presents (in writing via a single email to the entire board
including/and the Defendant) the perceived violation as well as what related evidence is
preliminarily available.
Stage 2: Defendant presents defense and any questions clarifying the accusation (in
writing via a single email to the entire board including/and the Complainant).
Stage 3: Complainant examines defense, answers questions pertinent to the defense of
the accusations, and asks any additional questions brought up by the Defendants
response (in writing via a single email to the entire board including/and the Defendant).
Stage 4: Defendant answers final questions and makes final statement (in writing via a
single email to the entire board including/and the Complainant).
Stages 2 through 4 shall each have a 72-hour time limit, beginning with the completion of
the previous stage. Failure to meet each stage deadline by the Complainant will result in
all charges being dropped, by the Defendant will result in the case being decided without
accepting further defense.
Stage 5: The board (excluding the Complainant and Defendant) discusses and votes,
needing a quorum, whether the evidence supports or relieves the defendants guilt
pertaining to the accusation(s) and whether any disciplinary action (probation, suspension,
expulsion, or other) is to be required.

Stage 6: The board informs the Complainant and the Defendant (in writing via email) of
the verdict and if any appeal process will be offered. The decision of the board will be
final.
Section 3. Hearing Outcomes
Outcome of hearings may be communicated and published at the boards discretion.
ARTICLE VII: Amendments
Section 1. Amendment submission
Amendments to the constitution and by-laws may be proposed by the board or by written
petition addressed to the board signed by twenty percent of the voting membership in
good standing. Amendments proposed by such petition shall be promptly considered by
the board and must be submitted to the voting members with recommendations. A vote
from the voting membership shall be taken within three months of the date when the
petition was received by the Secretary.
Section 2. Amendment acceptance
The constitution and by-laws may be amended by a 2/3 secret vote of the voting 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 sent to each
member prior to the date of the meeting.
ARTICLE VIII: Dissolution
The Club may be dissolved at any time by the written consent of not less than two-thirds
of the voting members in good standing. In the event of 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 the debts of the Club,
the Club's property and assets shall be given to a charitable organization for the benefit of
dogs as selected by the board.
ARTICLE IX: Order of Business
Section 1. Meetings of the Club
Included in the agenda of all meetings of the Club, so far as the character and nature of
the meeting may permit, shall be: Attendance, Approval of minutes of last meeting, Status
report, Financial report, Election of board members and officer roles (as needed),
Adjournment
Section 2.Meetings of the Board
Included in the agenda of all meetings of the board, unless otherwise directed by majority
vote of those present, shall be: Attendance, Approval of minutes of last meeting, Conflict
of Interest disclosures, Membership update, Financial report, Reports of committees,
Adjournment
ARTICLE X: Parliamentary Authority
The rules contained in the current edition of Roberts 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 by-laws and any other special rules of order the board may adopt.