PREAMBLE
The Russian Salon Dog Club of America, Inc. ("RSDCA" or "Club") is an independent nonprofit breed preservation organization dedicated to the preservation, education, and responsible advancement of the Russian Salon Dog.
These Constitution and Bylaws are adopted pursuant to the Articles of Incorporation of the Russian Salon Dog Club of America, Inc., and the South Carolina Nonprofit Corporation Act. They shall govern the affairs of the Club except where superseded by applicable law. In the event of a conflict between these Constitution and Bylaws and mandatory provisions of applicable law, the applicable law shall prevail.
The RSDCA recognizes and promotes the official breed standard established by the recognized governing authority in the breed's country of origin. These Constitution and Bylaws govern the affairs of the Club independently and are not based upon or subject to the governing documents of any registry or canine organization unless such affiliation is formally approved in accordance with these Constitution and Bylaws.
ARTICLE I
Name
The name of this organization shall be the Russian Salon Dog Club of America, Inc., hereinafter referred to as the "RSDCA" or the "Club."
The Club is organized as a nonprofit corporation under the laws of the State of South Carolina.
ARTICLE II
Mission and Purpose
The Russian Salon Dog Club of America exists exclusively to preserve, protect, and promote the Russian Salon Dog through education, responsible stewardship, and activities that support the long-term welfare and preservation of the breed.
The purposes of the Club include, but are not limited to:
1. Preserve the integrity, history, breed type, and future of the Russian Salon Dog.
2. Promote responsible ownership and ethical breeding practices that emphasize health, temperament, structure, genetic diversity, and adherence to the official breed standard.
3. Educate breeders, owners, exhibitors, judges, and the general public regarding the history, characteristics, care, and preservation of the Russian Salon Dog.
4. Encourage health testing, scientific research, and educational initiatives that contribute to the long-term health and welfare of the breed.
5. Promote sportsmanship, ethical conduct, and responsible participation in all Club-sponsored activities.
6. Maintain educational resources, publications, registries, studbooks, databases, and records that support the preservation and advancement of the breed, as authorized by the Board of Directors.
7. Cooperate with recognized breed organizations, canine organizations, academic institutions, and the recognized authority in the breed's country of origin whenever such cooperation is consistent with the mission and purposes of the Club.
8. Conduct all activities in a manner consistent with the Articles of Incorporation, these Constitution and Bylaws, and applicable federal and South Carolina law governing nonprofit corporations.
ARTICLE III
Official Breed Standard
The Russian Salon Dog Club of America recognizes the official breed standard established by the recognized governing authority in the breed's country of origin.
The Club shall promote, educate, preserve, and encourage breeding practices consistent with that official breed standard.
Nothing contained within these Constitution and Bylaws shall be interpreted as granting the Club authority to independently replace or supersede the official breed standard. The Club may submit recommendations or proposals regarding the breed standard to the recognized governing authority whenever the Board of Directors determines such recommendations to be in the best interests of the breed.
ARTICLE IV
Governance
The affairs of the Club shall be managed by its Board of Directors in accordance with these Constitution and Bylaws, the Articles of Incorporation, and applicable federal and South Carolina law.
Except as otherwise provided by these Constitution and Bylaws or applicable law, the Board of Directors shall exercise all powers necessary to manage the affairs of the Club.
The Club shall be governed in a manner that promotes transparency, responsible stewardship, fiscal accountability, preservation of the Russian Salon Dog, and the long-term interests of its membership.
ARTICLE V
Amendments
Amendments to this Constitution may be proposed by the Board of Directors or by written petition signed by at least twenty percent (20%) of the voting members in good standing.
The Board shall review all proposed amendments and submit them to the membership, together with any recommendations, within ninety (90) days of receipt.
Amendments to this Constitution shall require:
Written notice to the membership at least thirty (30) days before the vote;
Approval by a two-thirds (2/3) vote of the voting members participating in the vote; and
Compliance with all applicable provisions of South Carolina law.
ARTICLE I
Membership
SECTION 1. Classes of Membership
The Russian Salon Dog Club of America, Inc. shall establish such classes of membership as determined by the Board of Directors. Membership classifications, eligibility requirements, privileges, and annual dues shall be established by Board policy and approved by the Board of Directors.
Only members in good standing who are designated as voting members shall be entitled to vote in Club elections and on matters submitted to the membership.
SECTION 2. Eligibility
Membership is a privilege, not a right, and shall be open to individuals who support the purposes and objectives of the Club and agree to abide by its Constitution, Bylaws, Code of Ethics, and policies adopted by the Board of Directors.
Membership shall not be denied on the basis of race, color, religion, sex, national origin, age, disability, or any other status protected by applicable law.
SECTION 3. Application for Membership
Applications for membership shall be submitted in the manner prescribed by the Board of Directors.
The Board may require references, interviews, sponsorship, or other reasonable information necessary to determine an applicant's eligibility.
Election to membership shall require approval by a majority vote of the Board of Directors.
The Board shall not be required to disclose the reason for denial of any application.
SECTION 4. Good Standing
A member shall be considered in good standing when the member:
1.has paid all required dues and fees;
2.remains in compliance with these Constitution and Bylaws;
3.complies with the Club's Code of Ethics and Board policies; and
4.is not currently suspended or expelled.
Only members in good standing may exercise voting privileges, hold elected office, serve on committees, or represent the Club in an official capacity unless otherwise authorized by the Board.
SECTION 5. Dues
Annual membership dues shall be established by the Board of Directors.
The Board shall notify the membership of the annual dues amount and the due date.
Members whose dues remain unpaid beyond the established deadline shall automatically lapse from membership without further action by the Board.
The Board may establish procedures for reinstatement.
SECTION 6. Resignation
Any member may resign from the Club by submitting written notice to the Secretary.
Resignation shall not relieve the member of any financial obligations owed to the Club.
A member who resigns while disciplinary proceedings are pending shall remain subject to completion of those proceedings.
SECTION 7. Termination of Membership
Membership may terminate through:
resignation;
failure to pay annual dues;
death; or
expulsion in accordance with these Bylaws.
SECTION 8. Membership Records
The Secretary shall maintain an official membership roster.
Membership records shall be considered confidential Club records and shall not be distributed, sold, copied, or used for purposes unrelated to official Club business without authorization of the Board of Directors.
The Board may establish policies governing the protection and appropriate use of membership information.
SECTION 9. Member Conduct
All members shall conduct themselves in a manner that upholds the purposes, reputation, and best interests of the Club and promotes the preservation and welfare of the Russian Salon Dog.
Members shall comply with these Constitution and Bylaws, the Club's Code of Ethics, all policies adopted by the Board of Directors, and all applicable federal, state, and local laws while participating in Club activities or representing the Club.
Members shall treat fellow members, judges, exhibitors, volunteers, and the public with professionalism, courtesy, and respect.
Conduct determined by the Board of Directors to be prejudicial to the best interests of the Club may result in disciplinary action in accordance with these Bylaws.
ARTICLE II
Board of Directors
SECTION 1. Authority
The affairs, property, and business of the Club shall be managed by its Board of Directors. The Board shall exercise all powers granted by these Constitution and Bylaws, the Articles of Incorporation, applicable law, and any authority not expressly reserved to the membership.
SECTION 2. Composition
The Board of Directors shall consist of the elected Officers of the Club and such additional Directors, if any, as may be established by these Bylaws or by resolution of the membership.
The Board shall include, at a minimum, a President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be held by the same individual unless prohibited by applicable law.
SECTION 3. Qualifications
Only voting members in good standing shall be eligible to serve as Officers or Directors.
Each Officer and Director shall maintain membership in good standing throughout his or her term of office.
SECTION 4. Terms of Office
Officers and Directors shall serve until they resign, are removed, become ineligible to serve, or until their successors are elected or appointed in accordance with these Bylaws.
There shall be no limitation on the number of consecutive terms an Officer or Director may serve.
SECTION 5. Vacancies
Any vacancy occurring among the Officers or Directors shall be filled by majority vote of the remaining members of the Board of Directors.
The individual appointed shall serve the remainder of the unexpired term unless otherwise provided by these Bylaws.
SECTION 6. Removal
An Officer or Director may be removed from office for failure to perform the duties of office, misconduct, violation of these Constitution and Bylaws, conduct prejudicial to the best interests of the Club, or other good cause.
Removal shall require a two-thirds (2/3) vote of the Board of Directors after the Officer or Director has been provided notice and an opportunity to be heard.
SECTION 7. Official Records
The Board of Directors shall ensure that accurate records of the Club's business are maintained, including minutes of meetings, financial records, membership records, governing documents, and other official records required by law or Board policy.
Official records shall remain the property of the Club and shall be transferred promptly to a successor upon leaving office.
SECTION 8. Official Assets
All funds, property, records, intellectual property, websites, domain names, social media accounts, electronic files, equipment, and other assets acquired or maintained on behalf of the Club shall remain the sole property of the Club.
No Officer, Director, committee member, or member shall acquire any ownership interest in Club assets by virtue of service to the Club.
Upon leaving office or upon request of the Board, all Club property shall be returned promptly.
SECTION 9. Board Policies
The Board of Directors may adopt policies, procedures, and administrative rules necessary for the efficient operation of the Club, provided they are consistent with these Constitution and Bylaws, the Articles of Incorporation, and applicable law.
SECTION 10. Intellectual Property
The name of the Club, its logos, trademarks, publications, educational materials, websites, databases, studbooks, registries, social media accounts, and other intellectual property developed or maintained on behalf of the Club are the exclusive property of the Russian Salon Dog Club of America, Inc.
No person may reproduce, use, modify, or represent such property without authorization from the Board of Directors.
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