Constitution and By-laws Revision Committee
Duties and Responsibilities
History & Board Actions
V35.2 2/19/04: Agreed to appoint a Constitution and Bylaws ad hoc committee.
V35.4 7/8/04: The general charge of the Committee is to review the Certificate of Incorporation from the State of Connecticut and all applicable las, review the prosivions in the NCA Constitution and By-Laws, request membership input and recommend changes to update the By-Laws and functioning of the Newfoundland Club of America, and to recommend any changes they feel would be beneficial to the NCA. While maintaining the integrity of the document, the Committee should consider the requirements of the State of Connecticut statutes governing non-stock corporations and whether the state of incorporation should be changed. It should also consider the precepts of Robert’s Rules of Order and comply with the AKC’s requirements for approval.
The Committee should draft a document that is clear and concise with little or no room for diverse interpretations. To complete this important task, the Committee shall use its combined talents, as well as any other necessary resources. It shall also make any recommendations, as may be required, to better carry out the objectives, which are outlined in our Constitution. The Committee shall maintain a file of all correspondence, including topic and person who submitted, and make that file available to Board upon request. The Committee shall make a summary of correspondence and their progress
quarterly to the Board.
Some specific areas that the NCA Board feels needs attention include, but are not limited to, the following:
• Article I, Section 1 Membership Eligibility (honorary and senior membership)
• Article I, Section 3 Election to Membership (the entire process of election to
regular membership)
• Article II, Section 3 Annual meeting (quorum issues, proxies)
• Article IV, Section 3 Elections (review entire process)
The Committee and the Board will follow the instructions as prescribed in Article VII Amendments.
V36.1 10/30/04: reaffirm the charge given to the Constitution and By-Laws Revision Committee (CBLC) by the Board and to clarify the charge by adding the Ethics Guide.
11/4/06: Allow the Ad Hoc Constitution and By-Laws Review Committee to remain at its current level of seven members.
12/21/06: Approved the Constitution & By-Laws Committee’s request to be relieved of the Ethics Guide work.
9/30/07: The Board agreed that the Certificate of Incorporation should be amended to make it agree with the Constitution, and the purpose of the organization should be included in both documents.
9/30/07: The Board agreed by consensus that several issues that had been referred to it, which are not deemed appropriate for inclusion in the By-Laws governing document, should be included in a separate “Standing Rules and/or Board Policy” document. Such a document would serve as a reference for answering procedural questions that could arise in the future.
11/2-4/07: Send the Ethics Guide project to the Constitution & By-Laws Committee.
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Current Activities
2008 ad hoc Constitution & Bylaws Revision Committee Annual Report by Beverly Eichel, Chair
The committee was originally charged with preparing a recommended revision to the governing documents of NCA—the Constitution & Bylaws—and its relationship to the Certificate of Incorporation in the State of Connecticut. An additional task was added in mid-2008 when the Committee was also charged with reviewing the Ethics Guide and determining potential revisions.
The Committee is happy to report that the first task of revising
the governing documents has been completed. We met with the NCA Board at its face-to-face meeting in November in St. Louis and subsequently the Board’s requests for some changes have resulted in a completed document. This is now ready for submission to the AKC and the State of Connecticut for review and comments.
This specific task is awaiting an answer from the NCA Board as to the disposition of the ethics document.
In reviewing the Ethics Guide, the committee obtained numerable copies of ethics guides/codes from other parent clubs and made recommendations on the revised wording. At this time, the NCA Board is reviewing this document. The committee will continue to work with the Board to prepare a document that captures the intent and spirit of desired behavior for all NCA members and particularly as it relates to breeding to protect the future of the Newfoundland.
Committee members: Dr. Clyde Dunphy and Ms. Joan Gunn
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