Bylaws of The Association of Pet Dog Trainers, Inc. As Adopted 9 September 2003 and Amended July 2007

ARTICLE 1 – NAME, PURPOSE and OFFICES

Section 1

Section 1 - Name

The name of the association is The Association of Pet Dog Trainers, Inc., (the “Association”).

Section 2 – Mission Statement

Promoting caring relationships between dogs and people by educating trainers in canine behavior and emphasizing professionalism and reward-based training.

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:

Voting Members

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 dues and assessments.

Non-Voting Members

Associate members may be individuals or organizations that may be suppliers of goods and services to APDT Members; and/or 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 President 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 Directors 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. Notice of a final decision will be published in the next available issue of the association journal.
• 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 many 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 5 – 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.

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

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

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 July 1st of that year.  Each Member nominated by three or more Members, one of which may be the nominee, will have his/her name placed on the ballot. Annual elections conducted under this section shall be conducted by mail and/or 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. If a Director-elect decides they are unable to serve their term, before their term begins, then the candidate with the next highest number of votes will be considered elected for that term.

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 three 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 President 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 upon determination that the Trustee is acting against the intent and standards of the current Code of Professional Conduct and Responsibility or if the Trustee misses more than two consecutive meetings of the Board without an acceptable excuse.

Section 7 – Vacancies on the Board

Any vacancy on the Board that occurs during the year through death, resignation, removal or other cause will 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 Directors and Executive Committee are exempted from this requirement.

APDT members are allowed to attend any in-person meeting of the Board of Trustees or Executive Committee, 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 President, or in his/her absence, the Vice President, 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 requires a simple majority, unless otherwise noted in these By-Laws or the rules and policies of the Association.

Section 11 – Executive Committee

The Executive Committee of the Board shall consist of the President, the Treasurer, the Vice President and the Secretary. The President 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.

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 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.

Section 16 – Board Advisors to Committees/Task Forces

At the Board of Trustees annual organizational meeting, they will elect by majority vote, one and no more than two Trustees to serve as the desginated Advisor/Liaison to each Committee/Task Force. No Trustee may serve as Advisor/Liaison for a Committee/Taks force for more than two consecutive years.

ARTICLE 5 – OFFICERS

Section 1 – Election of Officers

Officers of the Association, a President, a Vice President, a Secretary and a Treasurer, shall be elected at special meeting of the Board of Trustees which will occur after newly elected Trustees have formally acknowledged they will serve their term, but before January 1st of the coming year. The officers will be elected by the newly elected Trustees and those Trustees who will serve on the Board during the officer’s term of office. Trustees with terms that expire before January 1st will not be eligible to vote for officers. 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 - President

The PRESIDENT shall call all meetings and preside at all meetings of the Members of the Association and of the Board of Trustees and under the direction of the Board of Trustees shall have responsibility for general management of the affairs of the Association. He/she shall be an ex officio member of all committees of the Board of Trustees.

Section 3 – Vice President

The VICE PRESIDENT shall perform the duties of the President in his/her absence.

Section 4 - Secretary

The SECRETARY shall keep the records, handle correspondence under direction of the President and Trustees and shall perform other duties as may be required by the Board of Trustees.

Section 5 - Treasurer

The TREASURER shall receive and disburse funds of the Association under direction of the President and the Board of Trustees and shall perform other duties as required by the Board of Trustees including the preparation and publication of a quarterly financial report.

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.

ARTICLE 6 – COMMITTEES AND TASK FORCES

Section 1 – Establishment of Committees and Task Forces

The Board of Trustees may establish Committees and Task Forces by a majority vote. When establishing a Committee/Task Force the Board will indicate the mission/purpose of the Committee/Task Force, its maximum size, a job description and list of qualifications for the Chair, Vice Chair and members, and in the case of a Task Force the term for which it will exist. All Committees and Task Forces will be evaluated by the Board on an annual basis. Any APDT Committee/Task Force may be dissolved by a majority vote of the APDT Board of Directors. All Committees/Task Forces will be supervised by the APDT Executive Director.

Section 2 – 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 availability of all Committee/Task Force positions will be posted on the APDT web site, in the next scheduled membership news bulletin and on the APDT list.
• The Board will elect by majority vote, a Chair and a Vice Chair for each Committee/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. Chairs and Vice Chairs will be appointed for a term of two years, and may serve no more than two consecutive terms. By special resolution of the Board, a Chair may be allowed to serve one additional two year term. Any APDT Committee/Task Force Chair or Vice Chair may be removed by a majority vote of the APDT Board of Directors.
• Committee/Task Force members will be selected by the Chair, Vice Chair and APDT Executive Director. Members will be appointed for a term of two years, and may serve no more than two consecutive terms. 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 Associations diverse membership.
• No member may serve on more than one Committee/Task Force simultaneously.
• Members of the Board of Trustees may not serve on a Committee/Task Force except in their capacity as a Board Advisor.
• 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

Section 1

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 – 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 Associations 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 10 – DISSOLUTION

Section 1

In the event of dissolution, for any reason whatsovever, 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.

Contact Us | Privacy | Legal | Site Map