Bylaws of The Association of Professional Dog Trainers, Inc.
As Amended August 14, 2013
ARTICLE 1 – NAME, PURPOSE and OFFICES
Section 1 - Name
The name of the association is The Association of Professional Dog Trainers, Inc., (the “Association”).
Section 2 - Core Purpose, Vision and Core Beliefs and Values
The Board of Trustees shall establish and publish a core purpose, vision statement, and core beliefs and values for the organization. The Board of Trustees shall periodically review these documents to reconcile them with any changes to the association's direction. These statements and principles may be amended at a regular meeting by the affirmative vote of three quarters of the whole Board of Trustees.
Section 3 - Offices
The Board of Trustees shall establish the office and such subordinate offices as are required to conduct the affairs of the Association.
Section 4 – Code of Professional Conduct and Responsibility
The Board of Trustees shall establish, enforce and maintain through an annual review, a Code of Professional Conduct and Responsibility for members of Association.
ARTICLE 2 – MEMBERSHIP, DUES and AFFILIATION
Section 1 - Eligibility
Membership in the Association is open to all members who abide by the Association's Code of Professional Conduct and Responsibility and whose application for membership has been accepted by the Association.
Section 2 – Membership Classes
Membership in the Association shall be by application on a form established by the Association. Classes of membership shall be as follows:
These members shall have the right to vote on Association matters, serve on Association Committees and Task Forces, serve on the Board, and hold office on the Board.
Professional Members – Professional members shall be individuals who are involved in the profession of pet dog training, agree to abide by standards and guidelines promulgated by the Association, and who have earned credentials in the profession from accrediting organizations recognized by the Association Board of Trustees.
Full Members - Full members shall be individuals who are involved in the profession of pet dog training and agree to abide by standards and guidelines promulgated by the Association.
Lifetime Members - Lifetime membership may be granted by the Board to Professional and Full Members, who, in the opinion, of the Board, are deserving of such status. Lifetime members shall have all rights of Full membership, may vote and serve on the Board and hold office, but shall be exempt from payment of all membership dues.
Associate members may be individuals or organizations that may be suppliers of goods and services to APDT Members; veterinary students, retired trainers, and/or other individuals who have an interest in the profession of pet dog training. These members shall have the right to serve on Association Committees and Task Forces but may not vote on Association matters, serve on the Board, or hold office on the Board.
Section 3 – Dues and Privileges
Dues, services and privileges for the various member classes shall be established by the Board of Trustees at their discretion by a majority vote of the whole Board of Trustees and will be published in Association journals and websites.
Section 4 – Routine Termination of Membership
Membership shall terminate upon occurrence of any of the following events:
- resignation of the member, upon notice to the Association;
- expiration of the period of membership, unless the membership is renewed;
- failure of the member to pay dues within the time established by the Board of Trustees after they are due and payable;
- occurrence of any event which renders the member ineligible for membership.
Section 5 – Censure or Termination of a Member for Cause
The Association may censure a member or terminate their membership in the Association upon the good faith determination by two-thirds of the Board of Trustees that the member has failed in a material and serious degree to observe the rules of conduct of the Association, has engaged in conduct materially or seriously prejudicial to the Association’s purposes and interests, has made a verbal or written threat to any APDT staff member, or has violated the obligations set forth in the Association Code of Conduct and Professional Responsibility.
- Censure of a member will result in the member’s removal from the Trainer Search, APDTList and Membership Directory for a period of three months.
- A member who is censured twice in a two year period will have their membership in the Association automatically terminated.
- If a member who has been terminated reapplies for membership in the Association, their application must be approved by two-thirds of the Board of Trustees.
Section 6 – Process for Censure or Termination
If grounds appear to exist for terminating a member under Article 2, Section 5 of these By-Laws, the following shall apply;
- Initial review and action:- Reports of alleged violations are to be given to the APDT Executive Director who will:
- Immediately acknowledge receipt of the report without comment. However, if it is apparent on the face that the alleged incident or action would not be a violation then the person filing the report will be advised that an investigation will not be pursued unless further facts or evidence come to light.
- Advise the person filing the report that documentation concerning the allegations is needed and that the report will be held confidential throughout the investigative period.
- Collect such information and data as is reasonably available concerning the allegations.
- Upon completion of an initial investigation, the Executive Director will review all pertinent information with association legal counsel. If they agree that there is no evidence of a violation or that insufficient evidence exists to proceed then they will advise the person filing the initial report that the file is being closed pending future developments.
- However, if counsel and the Executive Director agree that there are grounds for possible action against a member then the Executive Director will advise the member accused of the general allegations and issues and offer an opportunity for comment and reply.
- Review and action by special Tribunal - Following receipt of information from the accused the Executive Director will advise the Chair of the Board who will appoint a special three member Tribunal composed of Trustees.
- The Tribunal members will be presented with all information and evidence obtained. Their duty will be to review all information and make a determination of any action that should be taken within 90 days of receiving the complaint. If they determine during the course of their investigation that additional time is needed, they shall notify all parties to the complaint of such time extension prior to the expiration of the 90-day period. Throughout their deliberation they may continue to investigate, gather information and consult legal counsel.
- The Tribunal is empowered to make a recommendation to the Board concerning sanctions against a member for violations.
- If the two-thirds of the Board vote to censure or terminate a member, the accused member will be immediately advised of the decision using the last address as shown in the Association’s records and shall have 30 days in which to file an appeal and all supporting material.
- Appeal to the Board - If the member exercises his/her right of appeal, the full Board of Trustees will review the information and determine if their initial decision is to be upheld or reversed. This process of appeal is also available to individuals who have been denied membership in the association. The Board shall have 30 days from the presentation of an appeal in which to make their decision. This deadline may be extended with notice to all parties.
- Confidentiality - Throughout the course of the investigation and final decision, the names of the accuser and accused shall remain confidential within the files of APDT. Only the final decision of the Board may be released to the members at large.
- Any action challenging termination of membership, including a claim alleging defective notice, must be commenced within one (1) year after the date of termination.
Section 7 – Transfer of Membership
No membership or rights arising from membership may be transferred.
ARTICLE 3 – MEETINGS
Section 1 – Annual Meeting of the Membership
The annual meeting of the Association shall be held each year on a date and time and in a location designated by the Board of Trustees. Notice of the meeting shall be published in Association publications and websites at least thirty (30) days prior to the meeting. The Board of Trustees may postpone the annual meeting, due to a natural disaster or other emergency, as determined solely by the Board, for up to one year, by a vote of three quarters of the Board members that are present or available.
Section 2 – Special Meetings of the Membership
Special meetings of the Association may be held after due notice, but no business other than formal business set forth in the notice shall be transacted. The Secretary shall provide notice of the meeting at least thirty (30) days in advance and will call such meetings under the following conditions:
- at the written request of five (5) Trustees, or
- at the written request of five percent (5%) or more of the current membership.
Section 3 – Quorum at Meetings of the Membership
Fifty-one percent (51%) of the voting power, represented in person or by proxy, shall constitute a quorum of the membership for the transaction of business at any meeting of the general membership. If, however, the attendance at any general or annual meeting, whether in person or by proxy, is less than fifty-one percent (51%) of the voting power, the members may vote only on those matters as to which notice of their general nature was given.
Section 4 – Rules of Order
Deliberations of the Association shall be governed by the latest edition of Robert’s Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the By-Laws or are required by State of New Jersey non-profit corporation law.
ARTICLE 4 – TRUSTEES
Section 1 – Corporate Powers
All corporate powers shall be exercised by, or under the direction of, and the business affairs of the Association shall be managed by, the Board of Trustees. Individual Trustees shall act only as members of the Board.
Section 2 – Number of Trustees
The number of authorized number of Trustees of the Association shall be not less than five (5) and not more than Thirteen (13). The exact number of Trustees shall be determined periodically by resolution of the Board. Trustees must be Professional, Full or Lifetime members.
Section 3 – Nomination and Election of Trustees
Candidates running for the Board Trustees of the Association shall not concurrently serve on the Board of Trustees/Directors of another national or international dog training/behavior organization. This does not include membership on the Board of the APDT Foundation.
Any Professional, Full or Lifetime member of the Association may nominate another Professional, Full or Lifetime member as a candidate for election as Trustee. The candidate must have been a Professional, Full or Lifetime member for two years prior to March 1st of that year. Each Member nominated by twenty or more Members (a Member may not nominate him/herself) will have his/her name forwarded to the Nomination Committee upon return of the completed candidate packet.
The Board of Trustees will elect a Nominating Committee. This committee will consist of one past APDT Trustee that is no longer serving on the Board, a minimum of two and up to four Professional, Full or Lifetime members of the Association, and a current member of the Board that will not be up for election or nomination, who will serve as chair of the committee.
The Nominating Committee is charged with recruiting candidates and evaluating all nominations submitted, ensuring that nominees meet the established criteria for Board service.
Annual elections conducted under this section shall be conducted by a secure electronic voting method, at such time, as to be completed prior to the commencement of the applicable term of office. In the case of a tie vote between two or more candidates there shall be a runoff election between the candidates who were tied.
Section 4 – Trustee Term of Office
The existing Trustees at the time of the original adoption of these By-Laws shall serve the unexpired terms previously agreed upon by the Board and the members. All Trustees, other than Trustees existing at the time of the original adoption of these By-Laws, shall serve a three (3) year term. Such terms shall be staggered such that not all Trustees are subject to election in a given election year. All Trustees serve until their successors are duly elected and their term expires, or until their earlier effective resignation or removal. No Trustee shall serve more than two consecutive three-year terms. Terms shall expire on December 31st at midnight during the last year of a Trustees term.
Section 5 – Resignation of a Trustee
Any Trustee may resign at any time by giving written notice of such resignation to the Chair and Secretary of the Board.
Section 6 – Removal of a Trustee
Any Trustee may be removed from the Board by a two-thirds vote of the other Trustees upon a conviction for a felony or the conviction of charges for the abuse and/or cruelty to animals. Additionally, any Trustee may be removed by a two-thirds vote of the other Trustees with or without cause.
Section 7 – Vacancies on the Board
Any vacancy on the Board that occurs during the year through death, resignation, removal, failure of an elected board member to accept the office, or other cause may be filled by a special election during the next annual election. The remaining Trustees may appoint an individual to fill the vacancy until such time as the completion of the special election, by a two-thirds vote. The Trustee elected in the special election will serve out the remainder of the vacated term and will assume office when the election results are published.
Section 8 – Meetings of the Trustees
Meetings of the Board of Trustees and the Executive Committee may be in-person, by phone, or by way of electronic conferencing provided the means used allows for full exchange of dialogue between all participants. Notice of all meetings of the Board of Trustees and Executive Committee shall be published in association journals and websites. Said notice will indicate the date, time, and location of the meeting. Emergency meetings of the Board of Trustees and Executive Committee are exempted from this requirement.
APDT members are allowed to attend any in-person meeting of the Board of Trustees as long as they are not meeting in Executive Session. These groups may meet in Executive Session when discussing issues of a confidential nature such as those regarding human resources, ethics complaints, and other issues as defined by law.
Section 9 – Presiding Officer
At all meetings of the Board of Trustees, the Chair, or in his/her absence, the Vice Chair, or in the absence of both, one of the Trustees chosen by the Board shall preside.
Section 10 - Voting
A majority of Board members constitutes a quorum. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Each Trustee shall have one vote and such voting may not be done by proxy. Passage of a motion when meeting in person or on the phone, requires a simple majority, unless otherwise noted in these By-Laws or the rules and policies of the Association.
When necessary, the Board may vote via email or other means using the Internet but those votes must be unanimous.
Section 11 – Executive Committee
The Executive Committee of the Board shall consist of the Chair, the Treasurer, the Vice Chair and the Secretary. The Chair shall preside at all meetings of this committee. The committee shall have the right to, and may exercise, during the intervals between meetings of the Board of Trustees, any and all of the powers of the Board of Trustees which may be lawfully delegated in the management of the business and affairs of the Association except that the Executive Committee shall not have the right to exercise any powers which can be exercised only by a vote of the whole Board of Trustees.
A majority of Executive Committee members constitutes a quorum. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Each member of the Executive committee shall have one vote and such voting may not be done by proxy. Passage of a motion requires a simple majority, unless otherwise noted in these By-Laws or the rules and policies of the Association.
Section 12 – Compensation of Trustees
Trustees shall not receive any stated salary or compensation for their service as Trustees but, may be reimbursed for direct expenses paid while acting on behalf of the Association or attending meetings of the Board, per the reimbursement policy documented in the rules and policies of the Association.
Section 13 – Access to Records
Each Trustee shall have the right to examine all records of the Association during normal business hours at the published office location of the Association and to inspect physical properties of the Association.
Section 14 – Conflict of Interest
Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will refrain from discussion and voting on said item.
It would be a conflict of interest for a serving Trustee to apply for or to serve as an employee of the Association. Trustees may apply for employment with the Association but only after resigning their position as Trustee. A former Trustee applying for employment with the Association will be treated no differently than any other individual that applies for employment with the Association.
The Board will maintain a Conflict of Interest policy within the rules and policies of the Association which applies to the Board of Trustees, Employees, Contract Workers, and Committee/Task Force members, which further defines what constitutes a conflict of interest or potential conflict of interest.
Section 15 – Rules of Order
Deliberations of the Board of Trustees and Executive Committee shall be governed by the latest edition of Robert’s Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the By-Laws.
ARTICLE 5 – OFFICERS
Section 1 – Election of Officers
After the annual election of Trustees but prior to December 31st the currently serving Board of Trustees will elect a Chair, a Vice Chair, a Secretary, and a Treasurer. The Chair and Vice Chair must have served on the Board for at least one year. The Vice Chair, Secretary and Treasurer may be selected from currently serving Trustees who are eligible to serve in the following year or any of the newly elected Trustees.
All officers must be Trustees throughout their term of office. No Trustee may be elected to more than one officer position. The elected officers shall serve a term of one year commencing on January 1st of the calendar year.
Section 2 - Chair
The Chair shall call all meetings and preside at all meetings of the Members of the Association, and of the Board of Trustees and of the Executive Committee. He/she shall be an ex officio member of all committees of the Board of Trustees. The Chair will work closely with the Vice Chair to prepare her/him for serving as Chair the next year. The Chair may only serve for one consecutive term unless a 2/3 majority of the Board elects the Chair for a second term. A Chair may not be elected for a third consecutive term.
Section 3 – Vice Chair
The Vice Chair shall perform the duties of the Chair in his/her absence and will work closely with the Chair so he/she is ready to become Chair at the beginning of the next year, if he/she is elected. The Vice Chair may only serve one consecutive term unless a 2/3 majority of the Board elects the Vice Chair for a second term. A Vice Chair may not be elected for a third consecutive term.
Section 4 - Secretary
The Secretary shall keep the records, handle correspondence under direction of the Chair and Trustees and shall perform other duties as may be required by the Board of Trustees.
Section 5 - Treasurer
The Treasurer shall be responsible for overseeing Association funds under direction of the Chair and the Board of Trustees. The Treasurer shall report to the Board monthly to the on the state of Associations finances and will work closely with the Executive Director to establish and maintain necessary financial controls and shall perform other duties as required by the Board of Trustees.
Section 6 – Subordinate Officers
There shall be such subordinate officers, agents and servants as the interest of the Association shall require, and as the Board of Trustees may from time to time employ, and their powers, duties and compensation shall be fixed by the Board of Trustees.
Section 7 – Removal of an Officer
Any member of the Executive Committee electedby the Board of Trustees may be removed by a vote of three-fourths of the Board of Trustees if the Board believes it is in the best interest of the association to remove them from the Executive Committee.
Section 8 – Executive Director/Chief Executive Officer
The Board of Trustees shall hire an Executive Director/Chief Executive Officer who shall be responsible to the Board of Trustees. The Executive Director/Chief Executive Officer may not concurrently hold a position as Trustee. The Executive Director/Chief Executive Officer shall serve as the Chief Executive Officer of the corporation; shall develop and implement the programs of the association; shall develop sound fiscal policies for the association; shall be responsible for all personnel matters; shall serve as custodian of all monies, other properties and deeds belonging to the association and hold, invest, disburse the same as directed by the Board of Trustees; the Executive Director/Chief Executive Officer shall have authority to sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, and shall annually prepare a full and true statement of the affairs of the Association; and shall perform all other duties incident to the duties of an Executive Director/Chief Executive Officer and such other duties as from time to time may be assigned by the Board of Trustees.
ARTICLE 6 – COMMITTEES AND TASK FORCES
Section 1 – Establishment of Committees
The Board of Trustees may establish Committees by a majority vote. The Board will designate a member to Chair each Committee. The Board will establish the charter of each Committee, its maximum size, a job description and list of qualifications for the Chair, Vice Chair and members. The Board will evaluate all Committees on an annual basis. The Board may dissolve any APDT Committee/ by a majority vote of the APDT Board of Trustees. The Executive Director will supervise all Committees and/or assign staff to Committees.
Section 2 – Establishment of Task Forces
The Board of Trustees may establish Task Forces by a majority vote. The Board will establish the charter of each Task Force, its maximum size, a job description and list of qualifications for the Chair/Vice Chair and members, and the term for which it will exist. The Board will monitor all Task Forces. The Board may dissolve any Task Force by a majority vote of the APDT Board of Trustees. The Executive Director will supervise all Task Forces and/or assign staff to Task Forces.
Section 3 – Membership of Committees and Task Forces
Membership on any APDT Committee/Task Force will be open to any APDT member in good standing that meets the stated qualifications for the Committee/Task Force position. The Executive Director will ensure that the availability of all Committee/Task Force positions are announced to the membership.
The Board will elect by majority vote, a Chair and Vice Chair for each Committee and a Chair and Vice Chair for each Task Force from among the applicants that have applied to serve on the Committee/Task Force, selecting the candidates best qualified to serve in a leadership capacity. The Chair of a Committee/Task Force does not need to be a Trustee. Chairs and Vice Chairs of Committees may serve no more than three years on that Committee, unless an exception to this rule is approved by an affirmative vote of 2/3 of the entire of Board of Trustees. Chairs and Vice Chairs must be reconfirmed annually. Any APDT Committee/Task Force Chair or Vice Chair may be removed by a majority vote of the APDT Board of Trustees.
Committee/Task Force members will be selected by the Chair, Vice Chair and APDT Executive Director. Committee members will be appointed for a term of one year on that Committee. Members of Committees may serve no more than three years on that Committee, unless an exception to this rule is approved by an affirmative vote of 2/3 of the entire of Board of Trustees. No more than one person from a particular business/facility may serve on a Committee/Task Force. The Chair, Vice Chair and APDT Executive Director will ensure that the Committee/Task Force adequately represents the Association’s diverse membership.
All Committees/Task Forces shall be governed by these By-Laws and Association rules and policies.
ARTICLE 7 – BOOKS and ACCOUNTS
Section 1 – Fiscal Year
The fiscal year of the Association shall coincide with the calendar year beginning on January 1st and ending on December 31st.
Section 2 – Examination By Independent Account
Annually, after the close of the fiscal year, the books and accounts shall be examined by an independent accounting firm and the findings and opinions of the firm published and distributed to the Trustees, and others requesting the same.
Section 3 – Open Records Policy
The Board of Trustees shall maintain a policy of open records allowing all members in good standing access to all corporate records at the place of business of the Association during regular business hours. The Board of Trustees may maintain certain records such as personnel files, and/or others as advised by legal counsel, as confidential and not available for review by individual members.
ARTICLE 8 – SEAL
The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Association and the year and state of its incorporation.
ARTICLE 9 – NAME and TRADEMARK(s)
The name and trademarks of the Association are valuable properties and it is in the Associations best interest to maintain complete control over their use. Therefore no subsidiary or non-subsidiary organization or individual may use the Associations name or trademarks without the Association’s written permission.
ARTICLE 10 – AMENDMENTS
Section 1 – Amendment by the Board of Trustees
These bylaws may be amended at a regular meeting by the affirmative vote of three quarters of the whole Board of Trustees.
Section 2 – Amendment by Members of the Association
These by-laws may be amended by vote of the membership using one of the following methods.
- Any Association member may propose an amendment to these By-Laws at the Association’s Annual Meeting by submitting that amendment, in writing, to the Associations Executive Director at least 60 days before the date of the Annual Meeting. Proposals presented at the Annual Meeting and accepted by a majority of the eligible members voting at that meeting will then be submitted to the entire membership for acceptance or rejection by written or electronic ballot. This ballot with supporting arguments pro and con shall be sent to the membership within ninety (90) days following the Annual Meeting at which the proposals were accepted for vote. An amendment shall be considered as approved if it receives an affirmative vote by an absolute majority of those voting in the election. In order for the election to be considered valid at least twenty-five percent (25%) of the current membership entitled to vote must actively cast ballots.
- Proposals to amend the By-Laws may be submitted to the Board of Trustees in writing if signed by at least twenty-five (25) current voting members of the Association. The Board will then submit the proposed amendment to the entire eligible membership for acceptance or rejection by written or electronic ballot. This ballot with supporting arguments pro and con shall be sent to the eligible membership within ninety (90) days following the receipt of the proposed amendment. An amendment shall be considered as approved if it receives an affirmative vote by an absolute majority of those voting in the election. In order for the election to be considered valid at least twenty-five percent (25%) of the current membership entitled to vote must actively cast ballots.
ARTICLE 11 – DISSOLUTION
In the event of dissolution, for any reason whatsoever, of the Association, the remaining assets, including Trust Funds, shall not inure to the benefit of any member of the Association, officers, Trustees or employees, but such assets and funds shall be transferred to a non-profit corporation organized exclusively for charitable, scientific, or educational purposes consistent with the mission of the Association. The designation of such organizations shall be the exclusive and absolute discretion of the Board of Trustees of the Association.