To the American Rottweiler Club
Membership
September 10, 2008
Per the Constitution & By-Laws, Article III, Section 4, Paragraph
2. On August 24, 2008, I sent a private reminder as an alert to Lynn
Lopez, that she had dropped below the 75% margin of votes in a 6 month
period. On September 7, 2008, Lynn's percentage fell to 73.47%. As per
the By-Law, Lynn was automatically removed from the Board and position
of Treasurer.
An interim Treasurer will be approved soon and the ARC tax paperwork
will be finalized.
Gwen
Response From AKC
Over and above what any organization’s bylaws might call for, the directors
have a Duty to be Informed. A director’s obligation includes a duty
to attempt in good faith to assure that a corporate information and
reporting system, which the board concludes is adequate, exists, and
failure to do so under some circumstances may render a director liable
for losses caused by non-compliance with applicable legal standards.
A good argument can be made that the motions you have cited were not
directed at a specific Treasurer, but to strengthen the reporting between
any Treasurer and the club’s board of directors. My understanding is
that there was discussion at the club’s annual meeting about certain
aspects of the club’s financial reports going back 6 years, well before
the present Treasurer was in office.
According to Article II, Section 1 the board of directors includes
the 4 officers and 5 other directors. Article III, Section 4 calls for
the automatic removal of any board member who fails to vote on at least
75% of all board issues submitted within a 6 month period. These bylaw
provisions were adopted by a 2/3rds vote of the ARC membership and sent
to AKC for approval, and approved by AKC. Other clubs have similar provisions.
We take it that the statement that Gwen Chaney and Jeff Shaver, “…took
over on July 1, 2008” means that there was an election held in accordance
with the bylaws and these individuals were the choices of the ARC membership.
If our conclusion is not correct please advise.
With over 4,900 clubs holding events under AKC Rules & Regulations,
the process which must be followed before AKC intervention is requested
includes the filing of a complainant communicating any perceived non-compliance
with a club’s bylaws directly with the club. This process is outlined
in our booklet – Working It Out- AKC Guidelines For Resolving Dog Club
Issues.
Again, any alleged violation of bylaw non-compliance can be brought
to our attention after a club’s board of directors has been given a
reasonable opportunity to address and, if appropriate, resolve any such
issue. Please feel free to share this response with any ARC member.
Thanks
Michael A. Liosis
AKC/Director of Club Relations
260 Madison Avenue
New York, NY 10016
(212) 696-8237
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