PHENOM SHEPHERDS 

THE NORTH AMERICAN PANDA SHEPHERD ASSOCIATION

CODE OF ETHICS

CONSTITUTION

THE NORTH AMERICAN PANDA SHEPHERD ASSOCIATION

ARTICLE I ----NAME

This association shall be known as " The North American Panda Shepherd Association"

ARTICLE II ---OBJECT

Section 1. The object of the Association shall be to promote the adoption of the "Standard of the Panda Shepherd" as approved by the N.A.P.S.A, the breeders,

Judges, dog show committees and others as the recognized "Standard" by which this breed shall be judged; to advance and protect, and to improve the interests of this breed

By offering prizes, giving and supporting breed and obedience shows, and in general to aid by every way possible demonstrate the abilities of this breed to be a Companion, Tracking, SAR, Police, Herding, Therapy, Assistance, Obedience, Agility, and Lead Dog

for the blind.

Section 2. NON-PROMOTION STATUS: The Association shall not be conducted or operated for the promotion of any individual dog or member.

Section 3. NON-PROFIT STATUS: The Association shall not be conducted or operated

For the profit and no part of any profits or remainder or residue from dues or donation to the Association shall inure to the benefit of any individual associate.

ARTICLE III ---- MEMBERSHIP

Section 1. NUMBER AND CLASS OF MEMBERS: The Association shall be composed of an unlimited number of regular, lifetime, and honorary associates.

All classes of associates are required to abide the Constitution and Breeder’s Code

Of Ethics. An associate in good standing is one who’s dues or other financial obligations

are paid and is not in violation of the Code of Ethics.

REGULAR ASSOCIATES shall be eighteen (18) years of age and shall be entitled to vote, hold office (if eligible according to Article V, Section 2), and participate in all benefits of the Association. Regular associates are required to pay dues, and give support to the general activities of the Association.

LIFETIME ASSOCIATES may be elected from among the regular members having rendered valuable service to the Association or the Breed. They shall be entitled to all the privileges of the Association; may hold office, if elected, and are entitled to vote. Lifetime members are exempt from payment of dues. A nomination for Lifetime membership must first be submitted in writing to the Board of Trustees and must be approved by a two-thirds majority of the Board before it is presented to the membership for final vote.

HONORARY ASSOCIATES may be elected from among those having rendered valuable service to the Association or to the Breed. They shall have the same privileges as an associate. The nomination for Honorary associate must first be submitted in writing to the Board of Trustees and must be approved by a two-thirds majority of the Board before it is presented to the membership for a final vote.

Section 2. ELIGIBLITY, APPLICATION, AND ELECTON OF MEMBERS:

To become a member, the applicant or member of his immediate family must

own or co-own a Panda Shepherd, or be enthusiast and supporter of this Breed.

Each applicant must be sponsored by a regular or lifetime associate in good standing. The formal application with the initiation fee of ten dollars $10 (US) shall be submitted to the Association on the designated form by the Membership Chairman of the Association.

After the applicant has attended an Association meeting and express their interest in joining, their application will be presented and voted on by the membership, within 90 days. After approval, the Secretary and Treasurer will notified within 30 days. Dues and Orientation fees are due with the submission of application Orientation fees are non refundable. Membership Orientation will consist of :

Discussion of the Constitution and By-Laws, Breed Standard, and

Breeder’s Code of Ethics.

Introduction to the Association goals and functions.

Appointment of duties as new associate.

New associates duties: Upon entry into the Association each new associate

will be given a duty to perform for the first year of membership. These duties may include the following or any other reasonable association duty.

Mailings ( Envelope mailing of news of shows and accomplishments)

Publicity - To develop a public awareness program for our Breed

Education – To submit articles about dog behavior, training, showing to the Editor of the Newsletter as well as programs for meetings.

Computer Work- Emails, Word Processing, Internet Searches, ect.

Manual Tasks – Helping set up and tear down show sites, for clubs the Pandas are shown at.

ARTICLE IV ----- GOVERNMENT

Section 1. MANAGEMENT The general management of the affairs of the Association will be vested in a Board of Trustees to be elected by the members of the association in accordance with the Constitution of the Association. A Board of Trustees shall consist of seven members, including the president, vice-president, secretary, and treasurer. All business shall be presented to the Board of Trustees for consideration if at all possible. The decisions of the Board of Trustees will stand upon the approval of the membership.

Section 2. BOARD OF TRUSTEES:

POWERS: The Board of Trustees shall have the general management of

the affairs of the Association.

MEETINGS:

The First Meeting of a newly elected Board of Trustees shall be held as soon as practical following the meeting at which it is elected.

Regular Meetings of the Board of Trustees shall be called by the President at least quarterly each year at such time and place as the President deems advisable.

Special Meeting

Special meetings of the Board may be called by the President at any time, stating the purpose of the desired meeting.

Special meetings of the Board must be held by the President upon the request of the majority of the Trustees in office, stating the purpose of the desired meeting.

Notice of Special and Regular Meetings of the Board shall be given to every member of the Board at least seven (7) days prior to such meeting.

Quorum Two-thirds (2/3) of the Trustees in office personally present shall constitute a quorum.

Order of Business: At all meetings of the Board of Trustees, the order of business shall be:

READING OF MINUTES

REPORT OF SECRETARY

REPORT OF TREASURER

REPORT OF COMMITTEES

UNFINISHED BUSINESS

NEW BUSINESS

ADJOURNMENT

The order of business may be suspended by consent of all Trustees

Present.

Attendance at Board Meetings: If a Board member shall miss two or more scheduled board meeting, he shall be subject to dismissal and replacement by the remaining members of the Board.

COMMITTEES:

Executive Committee: The Board shall appoint an Executive Committee consisting of the President and no less than two (2) other board members (not necessarily the officers) to transact such urgent business as may arise between meetings. The Executive Committee shall be responsible to the Board for its actions, and it may act by meeting in person, by telephone, by mail, or email, or by such other means as it may deem advisable. All actions of the Executive Committee must be by unanimous consent of all members of the committee, and the Executives Committee shall serve until its successor is appointed.

Auditing Committee: The Board shall have general supervision over all disbursements of the Treasurer and shall appoint an auditing committee, to consist of three (3) associates, who shall audit the accounts and records of all officers or members handling Association funds, and shall report on such audit semi-annually each year in June and December in writing to the Board; and make an annual report in writing at the annual meeting of the Association.

Other Committees: Other committees (except the Nominating Committee which is elected by the Board of Trustees) shall be appointed by the President from among members of the Board or Association, and that committee shall conduct any matters pertaining to the affairs of the committee. These appointments must be approved by a majority of the Board of Trustees.

Appointments: The Board of Trustees shall have power to appoint such assistant officers as it deems advisable for the best interest of the Association. It may delegate to such assistants such duties as it may deem advisable. The assistants are to remain in office at the pleasure of the Board.

Vacancies: The Board of Trustees shall have full power to fill any vacancy on the Board or in the Association offices that may occur between annual elections. Such action requires a two-thirds (2/3)) consent of all Trustees at such meeting.

ARTICLE V

NOMINATION AND ELECTION OF OFFICERS AND TRUSTEES

Section 1. NOMINATIONS:

Nominating Committee: The Board of Trustees shall elect at least thirty (30) days in advance of the annual meeting, a Nominating Committee of two (2) regular or lifetime associates and an alternate who shall serve in case of vacancy or absence of regular committee member. The current President is ineligible to serve on the Nomination Committee. This committee shall submit to the Secretary at least thirty (30) days prior to the annual meeting one slate of officers and board members. The secretary will mail this slate to the members at least thirty (30) days prior to the annual meeting.

Other Nominations: Other nominations for officers and Board of Trustees shall be made from the floor and seconded by any regular or lifetime member present at the annual meeting of the associates.

Absentee Nominees: Any associate who is absent from the annual meeting cannot be nominated unless the associate making the nomination has the written consent of the nominee’s willingness to serve. This consent is to be produced upon request.

Withdrawal of Nominees: The withdrawal of a nominee prior to election shall require the Nominating Committee to reconvene and agree upon another nomination.

Section 2. ELIGIBILITY To be eligible for election a member must be nominated as provided in Article V, Section 1. of this Constitution. Required eligibility for the presidency shall be two (2) years active membership prior to the nomination. All other offices including the Board of Trustees shall require one (1) year of active membership. Active membership is defined as giving support to the general activities of the Association.

Section 3. WHEN ELECTED: The officers of the Association and the members of the Board of Trustees shall be elected at the annual meeting of the membership by majority vote of member’s present.

Section 4. HOW ELECTED:

All officers and trustees shall be elected by written ballot and shall hold office until the next meeting at which officers and trustees are elected.

Tellers shall be appointed by the President to distribute, collect, count the ballots, and report the vote to the President. Tellers who have no direct personal involvement in the results of the vote shall be appointed. The results shall be announced by the President and each candidate declared elected. Report of the election shall be entered in full in the minutes.

In event a recount is requested and shows an error which would change the election results, the re-vote will b e taken immediately or at the next regular meeting.

ARTICLE VI---- MEETINGS OF ASSOCIATES

Section 1. ANNUAL MEETINGS: The annual meeting of the members of the Association shall be held during the month of June, the exact date and place to be fixed by the Board of Trustees at least thirty (30) days prior to its date.

Section 2. REGULAR MEETINGS; The date, time, and place of regular members meetings shall be determined by a recommendation of the Board of Trustees and approval of the majority of voting at regular or annual meeting.

Section 3. SPECIAL ASSOCIATE MEETINGS

Special meetings are called by the President at any time, stating the purpose of the desired meeting.

Special meetings must be held by the President upon the request of the majority of the Trustees in office, stating the purpose of the desired meeting.

Section 4. NOTICE OF ANNUAL AND SPECIAL MEETINGS: Notice of annual and special meeting, stating the time and place, must be mailed by the Secretary to every member of the Association at least seven (7) days prior to such meeting.

Section 5. QUORUM: To constitute a quorum, at any meeting of the members of the Association, there shall be at least 8 members present.

Section 6. VOTING: At all meetings of the members of the Association, all question (except such questions the manner of which is regulated by law) shall be decided by an oral vote of the members in good standing present at such meeting; provided, however, that any qualified voter may demand a vote by ballot, in which event it shall be taken immediately. Each regular or lifetime members shall be entitled to one vote which must be cast in person.

Section 7. ORDER OF BUSINESS: At all meetings of the Association, the order of business shall be as follows:

Reading the minutes of the last meeting of the Association

Reading the minutes of the last meeting of the Board of Trustees

Membership approval of Board decisions

Report of the Treasurer

Report of the Auditing Committee (at annual meeting only)

Report of the various committees

Unfinished business

Report of the President

Election of officers and trustees (at annual meeting only)

New Business

Election of new Associates

Adjournment

The order of business may be suspended by consent of all associates present.

Section 8. CONDUCT OF BUSINESS In case of dispute, all parliamentary practice in conducting the business of meetings of member of the Association, not herein special provided for, shall follow the rules of ROBERTS RULES OF ORDER

ARTICLE VII---AMENDMENT OF THE CONSTITUTION

Section 1. The Constitution may be amended, altered, or repealed by a two-thirds (2/3) vote of the members in good standing present at an annual meeting or a regular meeting of the members, provide, however, that all proposed amendments shall be filed with the Secretary at least thirty (30) days in advance of the meeting at which time the amendment shall be considered, and a copy of same, together with a notice of the meeting shall be mailed to each associate at his last known address at least twenty (20) days in advance of such meeting.

ARTICLE VIII---DISSOLUTION

Section 1. The Association may be dissolved at any time by the written consent of two-thirds (2/3) of the associates or by a resolution of the Association adopted by a majority vote at a member; meeting call for that purpose. Notices of such meeting shall be sent by the Secretary by registered mail with return receipt requested at least twenty day in advance. In such case, after payment of all just debts and liabilities of the association and its dissolution in accordance with the corporate laws of the State of Ohio, its assets and properties shall be given to an organization devoted to the benefit of dogs, to be selected by the Board of Trustees.

BY-LAWS

ARTICLE I ---DUES AND RESIGNATIONS

Section 1. DUES: Annual dues are ten ($10.00) U.S. for a single membership. Annual dues for a joint membership of husband and wife are fifteen ($15.00) . Dues are payable within thirty (30) days of election to the Association and annually by the December business meeting. The amount of dues may be increased upon the vote of the associates.

Section 2. NON-PAYMENT OF DUES: The Board of Trustees shall take such action as it may deem necessary in the case of any member who fails to pay his dues within thirty (30) days of notification by the Treasurer, who will notify all delinquent associates immediately following the December business meeting.

Section 3. RESIGNATIONS: Any associate in good standing may resign at any time by written notice to the Secretary. Such resignations shall become effective when review by the Board of Trustees. The Board has the authority to hold up or deny any resignation if the good standing status of the associate cannot be determined

ARTICLE II---CHARGES OF MISCONDUCT

Section 1. FILING CHARGES: Any member may prefer charges against any other member for alleged misconduct prejudicial to the interest of the N.A.P.S.A., the Panda Shepherd, or another member. Written charges with specifications must be submitted in duplicate and forwarded to the Secretary of the Association within three (3) months after the occurrence of the conduct complained of, together with a deposit of ten ($10.00) U.S. which shall be forfeited if the charges are not sustained.

Section 2. HEARING AND FINAL ACTION: All charges shall be heard before the Board of Trustees. The Board shall make a report of its findings to any regular meeting of the members of the Association, or to a special meeting of the members of the Association called for that purpose, together with its recommendation to fine, suspend, or expel such member from the Association, or to take such other action as it may deem advisable. Final action on such recommendation shall be taken by the members.

Section 3. PENDING FINAL ACTION: Pending such final action, any associate against whom charges have been filed may, at the discretion of the Board of Trustees, be suspended for a period not to exceed three (3) months. No penalty, except temporary suspension as provided for in this paragraph, may be imposed against any associate until such associate has had ample opportunity to defend himself, and he shall be furnished a copy of the charges against him at least two (2) weeks before the meeting at which they are to be considered.

ARTICLED III---DUTIES OF OFFICERS

Section 1. PRESIDENT The President shall preside at all meeting of the Board and of the members of the Association. He shall act as executive head of the Association and shall perform all the duties incident and customary to the office. He shall act as chairman of the Board of Trustees and as chairman of the Executive Committee. He shall be ex-officio a member of all committees except the nomination committee. He shall appoint all committees except the Nominating Committee, with the Board’s approval. The President is authorized to sign all agreements and contracts made by the Association, upon the approval of the Board of Trustees.

Section 2. VICE-PRESIDENT The Vice-President shall, in the absence or disability of the President, perform all the duties of the President. He shall serve the Association as liaison for our Association.

Section 3. SECRETARY: The Secretary, on behalf of the Association shall have charge of the general correspondence, keep the records and the rolls of the members, the minutes of the proceedings of all meetings, and shall perform any and all duties customary and usual to the office. He shall send notification of all special meetings. He shall forward immediately a copy of all minutes to the President. The Secretary is authorized to sign all agreements and contracts made by the Association, upon the approval of the Board of Trustees. The Secretary will be responsible for making the "Standing Rules" ready for review by the Board.

Section 4. TREASURER: The treasurer shall receive, collect, and handle all Association funds and shall deposit all funds in the name of the Association in such bank or trust company as the Board of Trustees may, from time to time, designate, and shall make such disbursement there from as are necessary and proper to meet the just and due obligations of the Association. He shall render a written statement at all meetings of the Club and at such other times as the Board of Trustees may direct. He shall submit a copy of his written statement to the Secretary to attach to the minutes of the meeting. He shall report to the Board of Trustees the names of all associates delinquent in the payment of dues as per Article I, Section 3 of the By-Laws and all other financial obligations. He shall perform such other duties as are usual and customary to the office.

Section 5. SURETY BONDS: The treasurer shall furnish a surety bond with approved sureies, in such amount as may be determined by the Board of Trustees. The expenses shall be borne by the Association. The surety bond shall be held by the Secretary.

ARTICLE IV – STANDING COMMITTEES

Section 1. NAMES OF STANDING COMMITTEES: The standing committees shall by Publicity, Membership, Grievance, Ways and Means, Achievements, Code of Ethics, Match, and Newsletter.

PUBLICITY: The Publicity Committee shall promote through publicity the Association’s activities. This committee shall be in charge of arrangements for exhibitions.

MEMBERSHIP: The Membership Committee shall introduce membership applicants to the Association upon the receipt of their application. It shall become the duty of the Membership committee to acquaint itself with the applicants and submit its findings to the Association prior to the vote. If the time limit as specified in Article III, Section 2C of the Constitution cannot be met, the Membership Committee may ask for an extension of time and shall notify the applicant as to the status of his application. This committee shall conduct orientation as approved by the Board in accordance with Article III, Section 2C of the Constitution, prepare a ballot, and notify the applicants of the vote results. The Chairman of this committee shall keep the Association membership book up-to-date and give it to the succeeding Chairman

GREIVANCE: The Grievance Committee shall investigate and referee any disputes between members, attempting a solution to the problem, if presented to it. If the aggrieved party wishes, the Grievance Committee shall present formal charges to the Board according to Article II, Section I of the By-Laws.

WAYS AND MEANS: The Ways and Means Committee shall promote the raising of funds for the activities of the Association unless specific assignments have been made to other committees.

ACHIEVEMENTS: The Achievements Committee shall keep a record of and prepare awards for achievements of members in all facets of competition listed in the "STANDING RULES" A. Awards and Achievements 1.c. Awarded plaques.

CODE OF ETHICS: The Code of Ethics Committee shall review the Code of Ethics for breeding annually and submit its report to the membership. It shall handle any violations of the Code.

MATCH The Match Committee shall handle all the details of the match show, selecting sub-committee chairmen as needed.

NEWSLETTER: The Newsletter Committee shall consist of the Editor, Co-Editor, and staff necessary to publish the Club’s newsletter with the Editor serving as Chairman.

Section 3. OTHER COMMITTEES: Other committees shall be appointed by the President with approval of the Board as required to properly conduct the affairs of the Association.

ARTICLE V – OPERATING POLICIES

Section 1. All operating policies not specifically covered by the Constitution and the By-Laws will be covered by "Standing Rule" which shall be reviewed by the Board of Trustees and approved by the membership at the Annual meeting. The Secretary shall be responsible for making the "Standing Rules" ready for review by the Board.

ARTICLE VI-CODE OF ETHICS FRO BREEDING

Section 1. The Association shall set forth a Code of Ethics for breeding which shall be reviewed annually. This Code of Ethics shall be made available to all associates and applicants. All associates shall be required to adhere to its recommendations. Any violation shall be handled by the Code of Ethics Committee.

ARTICLE VII – AMENDMENT OF BY-LAWS

Section 1. These By-Laws may be amended in the same manner as provided for in the Constitutional Amendments.

THE NORTH AMERICAN PANDA SHEPHERD ASSOCIATION

STANDING RULES

AWARDS AND ACHIEVEMENTS

Achievements (By-Laws, Article IV, Section 1E)

Plaque Aware for achievements of Panda Shepherd dogs.

Plaque can only go to a member in good standing in the Association for a dog owned by a member of the immediate family, residing in the same household.

One plaque awarded for each title unless co-owned and both are members but do not reside in the same household.

Awarded plaques given for the following:

Champion

Obedience

Tracking

Agility

Herding

SAR

Therapy Dog Work

Assistance Dog

Police Dog.

Canine Good Citizen

Temperament Test

When a degree or title is earned, members MUST NOTIFY the secretary in order to receive the award. The Secretary is NOT RESPONSIBLE FOR NOTIFICATION.

The cut off date for the Plaques is at the Secretary’s discretion, allowing for reasonable time prior to Awards Banquet.

Awards presented at the awards dinner meeting.

Choice of Plaques left up to Secretary

Engraving on plaques will include Association name, member’s name, dog’s full name, year and date awarded.

Cost of Plaques will be no less than $10 and no more than $20 U.S. This includes engraving. This includes categories 1 thru11 in item C.

Plaques will range in size according to Accomplishment.

A Plaque of appreciation may be awarded each year to an outstanding member of good standing for the work and accomplishments and special services rendered to the Association by the individual. This will be awarded at the Awards Banquet. This individual must be submitted to the board in writing and vote taken at meeting. Prior to Awards Banquet.

 BUSINESS AND MEETING

Business

Each associate in possession of tangible association property is required to turn in beginning and ending inventory to the Treasurer for annual audit.

Association Logo as adopted will appear on Official Stationery and publications.

Billings for the Assoc. expenditures which have been approved by the Executive Committee, Board of Trustees, or membership should be sent to the treasurer whenever possible.

 It is the responsibility of the member making the transaction to advise the Treasurer that the transaction has been made, which account is to be debited, and the amount of the debit

 An assoc. seeking reimbursement for expenses which have been approved must present a statement to the Treasurer with any accompanying receipts and which clearly indicate which accounts are to be debited.

MEETINGS

1. Board of Trustees (Constitution Article IV, Section 2B)

a. No Board meeting will be closed to members of the Association.

b. Meetings may be closed to non members.

c. Highlights to include motions and decisions MAY APPEAR in the newsletter

d. Any associate may submit an item or issue for the agenda, but must notify the President at least 5 days prior to the Board meeting in order to insure it will be put on the agenda

C. MEMBERSHIP

1. Membership book

a. The membership book is to be retained by the Association Membership Chairman and kept up to date. It is to be passed on to subsequent Association Chairman.

2. New members

a.. Prospective associate will attend an Association function where he/she will be introduced and have an opportunity to explain their reason for interest in joining the Association. At the end of the next scheduled meeting a vote will be taken and the applicant will be immediately notified of the out come of the vote.

b. The Association Membership Chairman will in turn notify all officers and newsletter editor.

c. The cost of joining the Association is $15 for couples and $10 for single membership.

 NEWSLETTER

A. Content

1. Note of sympathy in event of deaths of Pandas may appear in the newsletter

2. Show and match wins have to be received within 6 weeks of the event to be in the newsletter.

3. Show and match wins of an Associate may appear in the newsletter,

if reported to the Editor.

B. Rules

1. Deadline shall be left to the Editor’s discretion

2. Associates are responsible for turning in reports on time. Editor is not required to solicit reports.

3. Nursery Nortes and Ready To Go must be breeder’s of record and puppies must be in residence with Associate.

4. A minimum of four issues is to be printed yearly . Spring, Summer, Fall, and Winter.

5. All editorial or personal articles are to be edited by the Editor and areas of dispute to be settled by the President

5. PUBLICITY

A. Telephone inquires

1. Cannot recommend place to leave a dog for training.

2. Associates must notify phone person if they have puppies or older dogs available.

3. Names and phone numbers and email addresses will be available over the phone if necessary, it is preferable to send a list.

4. Inquiries regarding boarding will be advised to check with their breeders.

5. A Public Education Coordinator will be established

6. Create a web page to provide information about the Association.

6. MATCHES

A. Match Committee will consist of at least three members, one of which must be the

association Secretary will supply a slate of Judges to be voted on by the membership

for each Association show in a calendar year.

B. Association Secretary will handle contact and contracts for said shows.

C. All expenses for Judges will be pre-approved by the Board.

7. Associate Conduct

Associates must always remember they are representatives of the Panda Shepherd as should conduct themselves and their business according to the Association’s Code of Ethics.

8. WAYS AND MEANS

Purchase and sales of Ways and Means equipment must be pre-approved by the Board.