Article I: Name and Purpose
Section 1. Name. The name of the organization shall be Hokkaido Association of North America, Inc. (also referred to as “HANA” or “the Club”).
Section 2. Purpose. The Hokkaido Association of North America, Inc. is formed for the purpose of promoting the conservation and development of the Hokkaido breed of dog in North America. Read the full mission statement here.
Section 3. Non-profit Organization. The Hokkaido Association of North America, Inc. shall not be conducted or operated for profit and no part of any profits or remainder or residue from any source, including dues and donations to HANA, shall inure to the benefit of any member or individual.
Section 4. Amendments. The Board of Directors (the “Board,” “Board of Directors,” or “Directors”) of the Hokkaido Association of North America, Inc. shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
Article II: Membership
Section 1. Eligibility. There shall be four types of membership with the Hokkaido Association of North America, Inc.: Individual, Family, Junior, and International. All of these memberships are open to all persons who subscribe to the purpose and mission of the Hokkaido Association of North America, Inc. and agree to abide by the HANA Code of Ethics.
Membership requirements for each type are as follows:
- Individual, Family, and Junior members must be residents of the United States, Canada, or other North American country.
- Individual membership is for one person 18 years of age or older. Individual members are entitled to one vote.
- Family membership is for two persons 18 years of age or older living in the same household. Family members are entitled to two votes but shall receive only one copy of any gratis HANA publication or offering.
- Junior membership is for one person under the age of 18. Junior members have no voting rights and are ineligible to hold office. Upon reaching the age of 18, a Junior member shall be converted to Individual member for the remainder of the club year at no additional cost.
- International membership is for non-residents who share with the Hokkaido Association of North America, Inc. a commitment to the development and welfare of the Hokkaido breed in North America. International members are not required to pay dues, have no voting rights, and are ineligible to hold office.
Section 2. Fees and Dues. The amount of the initiation fees and dues for each class of membership provided for herein shall be fixed and determined by the Board from time to time. The Board shall publish and provide a list of current initiation fees and dues structures to all members.
Fees and dues shall be set by the Board of Directors by July 15th of each year for the following club year. Any change may only become effective beginning on the October 1st renewal date following the vote to implement such change. In a year when the Board of Directors has not made a change by July 15th, the fees and dues from the previous year shall continue to be in full force and effect.
- Individual and Family memberships shall be subject to a one-time initiation fee included with their dues for their first year of membership.
- On or before August 15th, HANA shall send all members a statement of their dues for the upcoming year. The dues must be received on or before October 1st of the club year or their membership will be lapsed and terminated in accordance with Section 5 below. However, if any member is unable to pay due to financial distress, their dues may be waived by a majority vote of the Board on a case by case basis.
- New memberships accepted after July 1st shall be renewed for the following club year at no additional cost.
- A litter discount for the first year of membership shall be applied when a breeder submits and endorses applications for each and every one of the new owners of a litter of Hokkaido puppies they produced. The discount rate shall be equal to the cost of three Individual memberships and include only one initiation fee.
Section 3. Membership Application. Each applicant for membership (the “Applicant”) shall apply on a form as approved by the Board of Directors (the “Application”) which shall provide that the Applicant agrees to abide by the Bylaws and Code of Ethics of the Hokkaido Association of North America, Inc., and the rules and regulations of any organizations for which HANA is a member club. The Application shall state the name and address of the Applicant, require the Applicant’s signature and acceptance of the HANA Code of Ethics, and may optionally carry the endorsement of a member of the Hokkaido Association of North America, Inc. in good standing. Accompanying the Application, the Applicant shall submit their initiation fee dues payment for the current year. The Application, with appropriate payment, shall be submitted to the Vice President, who shall determine if it is in order and, if so, shall promptly send the Application to the Board of Directors for approval and send the payment to the Treasurer.
- Applicants may be voted upon at any Board Meeting of Directors or by vote of the Directors by mail as provided for in Article III, Section 5. Affirmative votes of 2/3 of the Directors present at a Board Meeting, or of 2/3 of the entire Board voting by mail, shall be required to accept an Applicant as a member of the Hokkaido Association of North America, Inc.
- Objections to membership and the investigation of the objection shall automatically be received and handled by the Board of Directors acting in executive session. A written objection with evidence of the allegation(s) regarding the objection shall be filed with the Secretary, who shall promptly notify the Board. The Board may question the Applicant and investigate the objection before voting on the Applicant. Objections may not be made for any discriminatory purpose, such as for race, gender, age, sexual orientation, disability, family status, nationality, and similar immutable characteristics.
- An Application which has been rejected by the Board may be presented by the Applicant’s endorser at the next Annual Meeting of the Hokkaido Association of North America, Inc. and the members may elect such Applicant by secret ballot and a favorable vote of 75% of the members present.
- Applicants for membership who have been rejected by the Hokkaido Association of North America, Inc. may not reapply within twelve months after such rejection.
Section 4. Probation and Mentorship. New members shall be subject to a probationary period of one year from the beginning of their membership, during which time they must have a mentor in HANA. The probationary member’s endorser shall act as their mentor unless arrangements are made for mentorship with another member in good standing. If a new member does not have an endorser or mentor, they shall be paired with a willing mentor by the Board. A new member who plans to breed must have a breeder-mentor and shall not be listed on the HANA Breeder Directory until their probation is over and they have had at least one litter with their breeder-mentor’s guidance. Probationary members may sit on a committee but are not eligible to run for a Board position.
Section 5. Termination of Membership. Memberships may be terminated by:
- Resignation. Any member in good standing may resign from the Hokkaido Association of North America, Inc. upon written notice to the Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become due and payable on October 1st of each year.
- Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid within 60 days after October 1st. However, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any HANA meeting whose dues are unpaid as of the date of that meeting.
- Expulsion. A membership may be terminated by expulsion as provided in Article VII.
Article III: Club Meetings
Section 1. Annual Meetings. The Annual Meeting of the Hokkaido Association of North America, Inc. shall be held in the month of September at a place, date, and hour designated by the Board of Directors. If necessary, the meeting may be conducted by teleconference or other electronic means, so long as the Directors, Officers, and attending members are able to engage in active participation during the meeting. The quorum for the Annual Meeting shall be 10% of the members in good standing.
Section 2. Special Club Meetings. Special Meetings may be called by the President, by a majority vote of the members of the Board of Directors, or by the Secretary upon receipt of a petition signed by 10% of the members of HANA who are in good standing. Such Special Meetings shall be held at a place, date, and hour designated by the Board of Directors. The notice of a Special Meeting shall state the purpose of the meeting and no other Club business may be transacted at that meeting. The quorum for a Special Meeting shall be 10% of the members in good standing.
Section 3. Board Meetings. The first meeting of the Board of Directors shall be held within 30 days following the new Board of Directors taking office. Other Board Meetings shall be held at such times and places as designated by the President or by a majority vote of the entire Board of Directors. The quorum for a Board Meeting shall be a majority of the entire Board of Directors.
Section 4. Notice. A written notice of each meeting stating the place, hour, date, and purpose thereof shall be communicated by the Secretary to every member not less than 14 days prior to the date of the meeting or 30 days prior to the date of the Annual Meeting. Any official notification referenced herein and hereinafter in these Bylaws as being “in writing” may be in either written or electronic media (e.g., email) form. Notice may be communicated in person, by postal mail, by email, or by other electronic means. No action shall be taken at any meeting unless the intention to consider the subject matter has been set forth in the notice of the meeting.
Section 5. Conducting Business. The Board of Directors may conduct its business in person, by teleconference, by postal mail, by email, or by other electronic means. Items voted upon by any method other than “in-person” meetings must be confirmed in writing within 14 days.
Section 6. Attendance. All general meetings are open to any member wishing to attend. Only the Board of Directors may attend Board Meetings, except by approval of the majority of the Board of Directors present at the meeting.
Article IV: Directors and Officers
Section 1. Board of Directors. The Board of Directors shall be composed of the officers (the “Officers”) and four other persons (the “Directors”), all of whom shall be members in good standing and are not probationary members, and all of whom shall serve for two year terms as provided in Article V. They shall serve until their successors are elected or their positions are vacated. General management of HANA’s affairs shall be entrusted to the Board of Directors.
Section 2. Officers. The Club’s Officers, consisting of the President, Vice President, Secretary, Treasurer, Historian, International Relations Officer, and Immediate Past President shall serve in their respective capacities both with regard to the Club and its meetings and the Board of Directors and its meetings.
- President. The President may serve a maximum of two consecutive terms and shall preside at all meetings of HANA and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Bylaws.
- Vice President. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
- Secretary. The Secretary shall keep a record of all meetings of HANA and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club; have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roll of the members of HANA who are in good standing along with their addresses, which shall be sent to any member in good standing, upon written request, not more than once every club year, and carry out such other duties as are prescribed in these Bylaws.
- Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank approved 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 of the condition of HANA’s finances and every item of receipt or payment not before reported, and at the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous club year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
- Historian. The Historian shall document the Club’s activities and events and keep a record book and photo album chronicling the breed’s history in North America (the “Archives”), create and maintain a pedigree database (the “Studbook”) of Hokkaido dogs living or born in North America, and gather and compile historical documents pertaining to Hokkaido dogs in Japan. The Historian is responsible for collecting this information, putting it in an accessible format for the membership, and assisting members in using this data for research purposes.
- International Relations Officer. The International Relations Officer shall be appointed by the Board of Directors at its first meeting after the Annual Meeting of HANA and shall develop and maintain contact with Hokkaidoken Hozonkai (“DOKENHO”), Nihonken Hozonkai (“NIPPO”), and other foreign clubs, registries, and federations relating to Hokkaido dogs.
- Immediate Past President. The Immediate Past President serves for the term immediately following their term as President and shall chair the Nominating Committee, provide advice and leadership to the Board of Directors regarding past practices and other matters to assist the Board in governing HANA, and support the President on an as-needed basis to ensure a smooth transition of leadership.
- The offices of Secretary and Treasurer may be held by the same person.
- The offices of Historian, International Relations Officer, and Immediate Past President may be held in conjunction with any other offices.
- Parent Club Delegate. In the event that the Hokkaido Association of North America, Inc. becomes a member club of a breed registry or other organization, the Delegate to that organization shall be appointed from among the Board by the Board of Directors. If no Delegate is appointed, the Secretary shall act as the point of correspondence between HANA and the parent organization.
Section 3. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of the remaining Board or Directors, except that a vacancy in the office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall then be filled by a vote of the Board. The offices of Historian, International Relations Officer, and Immediate Past President may be left vacant if there are no suitable members to fill the office.
Article V: The Club Year, Voting, Nominations, Elections
Section 1. Club Year. The Hokkaido Association of North America, Inc.’s fiscal year shall begin on the first day of October and end on the last day of September.
HANA’s official year shall coincide with the Club’s fiscal year. The elected Officers and Directors shall take office on October 1st and each retiring Officer shall turn over to their successor in office all properties and records relating to that office within 30 days of that date.
Section 2.Voting. At the Annual Meeting or at a special meeting of HANA, voting shall be limited to those eligible members in good standing who are present at the meeting, except for the annual election of Officers and Directors, amendments to the Constitution and Bylaws, and changes to the standard of the Hokkaido, which shall be decided by written ballot cast by any of the means permitted for notice under Article III, Section 4. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot.
Section 3. Annual Election. The election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary by July 15th. Ballots shall be counted by three inspectors of election (the “Inspectors of Election”) who are members in good standing and are neither members of the current Board of Directors nor candidates on the ballot. In its discretion, the Board may designate an independent professional firm to send, receive, and count the ballots apart from the Annual Meeting.
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article IV, Section 3.
Section 4. Nominations and Ballots. No person may be a candidate in a Hokkaido Association of North America, Inc. election who has not been nominated in accordance with these Bylaws. A nominating committee (the “Nominating Committee”) shall be chosen by the Board of Directors before March 1st in an election year. The Nominating Committee shall consist of four members in good standing from different areas of North America plus the chair. The Immediate Past President shall serve as chair for the Nominating Committee or the Board of Directors shall name another chair for the committee if the Immediate Past President is unable to serve. No more than one member of the Nominating Committee may be a current member of the Board of Directors. The Nominating Committee may conduct its business by any of the means provided for in Article III, Section 5.
- The Nominating Committee shall nominate from among the eligible members of HANA, one candidate for each elected office and position on the Board of Directors and shall procure consent of each person so nominated. The Nominating Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The Nominating Committee shall then submit its slate of candidates to the Secretary who shall send the list, including the full name of each candidate and the name of the state or province in which they reside, to each member of HANA on or before April 1st, so that additional nominations may be made by the members if they so desire.
- Additional nominations of eligible members may be made by written petition addressed to the Secretary and received on or before May 1st, accompanied by a written acceptance of each such additional nominee signifying their willingness to be a candidate. No person may be a candidate for more than one position.
- If no valid additional nominations are received on or before May 1st, the Nominating Committee’s slate shall be declared elected and no balloting will be required.
- If one or more valid additional nominations are received on or before May 1st, the Secretary shall, on or before June 1st, send to each eligible member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states or provinces in which they reside. Ballots may be provided by any of the means permitted for notice under Article III, Section 4.
- When an election is conducted by postal mail, the Secretary shall include with the paper ballot a blank envelope and a return envelope addressed to the Secretary marked “Ballot” and bearing the name of the member to whom it was sent. So that paper ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope addressed to the Secretary. The Inspectors of Election shall check the returns against a list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters.
- Ballots to be valid must be received by the Secretary on or before July 15th. Ballots shall be counted at the Annual Meeting by a committee of three persons, none of whom shall be a candidate for office. Results of the voting shall be announced at the Annual Meeting.
- Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
Article VI: Committees
Section 1. Appointment. The Board of Directors may each year appoint standing committees to advance the work of the Hokkaido Association of North America, Inc. in such matters as rescue efforts, health studies, conformation shows, performance trials, trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board of Directors to aid it on particular projects.
Section 2. Termination. Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee; and the Board of Directors may appoint successors to those persons whose services have been terminated.
Article VII: Discipline
Section 1. Suspension. Any member who is suspended from the privileges of the Hokkaidoken Hozonkai (“DOKENHO”), Nihonken Hozonkai (“NIPPO”), or a parent organization in which HANA is a member club shall automatically be suspended from the privileges of the Hokkaido Association of North America, Inc. for a like period.
Section 2. Criminal Conviction. Any member who is convicted of charges of dogfighting, animal neglect, abuse, or cruelty shall be permanently expelled from HANA.
Section 3. Charges. Any member may file charges against another member for alleged misconduct prejudicial to the best interests of the Hokkaido Association of North America, Inc. or the Hokkaido breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00, which shall be forfeited if such charges are not sustained by the Board of Directors following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting.
- The Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Hokkaido Association of North America, Inc. or to the Hokkaido breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of HANA or the breed, it may refuse to entertain jurisdiction.
- If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board of Directors or a committee of not less than three members of the Board, not less than three weeks nor more than six weeks thereafter.
- The Secretary shall promptly send one copy of the charges to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in their own defense and bring witnesses if they wish.
Section 4. Board Hearing. The Board shall have complete authority to decide whether counsel or a representative 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 of Directors or committee may by a majority vote of those present, reprimand, fine, and/or suspend the defendant from all privileges of the Hokkaido Association of North America, Inc. for not more than six months from the date of the hearing, or until the next Annual Meeting if that will occur after six months.
- A written reprimand directed privately to the member may be somewhat detailed, but an official published reprimand shall only indicate that subsequent to a Board hearing, the named member was officially reprimanded as a result of charges filed by another named member.
- If the Board deems that the level of punishment above is insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension from privileges shall not restrict the defendant’s right to appear before their fellow members at the ensuing club meeting, who shall consider the recommendation of the Board of Directors or committee and vote upon the proposed expulsion as provided in Section 5, below.
- Immediately after the Board of Directors or committee has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
Section 5. Expulsion. Expulsion of a member from the Hokkaido Association of North America, Inc. may be accomplished only at the Annual Meeting of HANA following a hearing and upon the recommendation of the Board of Directors or committee as provided in Section 4 of this Article. The defendant shall have the privilege of appearing on their own behalf, though no evidence shall be taken at this meeting. The President shall read the charges, and the finding and recommendations of the Board of Directors or committee, and shall invite the defendant, if present, to speak on their own behalf if they wish. The members shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the reprimand, suspension, and/or fine shall stand.
Article VIII: Amendments
Section 1. Proposals. Amendments to the Constitution, Bylaws, and standard of the Hokkaido may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 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 of Directors by the Secretary for a vote within three months of the date when the petition was received by the Secretary.
Section 2. Procedure. The Constitution, Bylaws, and standard of the Hokkaido may be amended at any time provided a copy of the proposed amendment has been sent by the Secretary to each member in good standing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Notice with such ballot shall specify a date, no less than 30 days after the date sent, by which date the ballots must be returned to the Secretary to be counted. Amendment ballots may be cast by any of the means permitted for notice under Article III, Section 4. When an amendment vote is conducted by postal mail, dual envelope procedures as described in Article V, Section 4(e) shall be followed in handling such ballots to assure secrecy of the vote. The favorable vote of two 2/3 of the members in good standing who returned valid ballots within the time limit shall be required to effect any such amendment.
Article IX: Dissolution
Section 1. Dissolution. The Hokkaido Association of North America, Inc. may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of HANA, other than for purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the property of HANA nor any proceeds thereof nor any assets of HANA shall be distributed to any members of the Club, but after payment of the debts of HANA its property and assets shall be given to a charitable organizations for the benefit of dogs selected by the Board of Directors.
Article X: Order of Business
Section 1. General Meetings. At meetings of HANA, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Minutes of the last meeting
Report of President
Report of Secretary
Report of Treasurer
Report of Historian
Reports of committees
Election of Officers and Directors (at Annual Meeting)
Election of new members
Section 2. Board Meetings. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of committees
Election of new members
Article XI: Parliamentary Authority
Section 1. The rules contained in the current edition of “Robert’s Rules of Order, Newly Revised,” shall govern the Hokkaido Association of North America, Inc. in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.