Upon incorporation of the International Shiloh Shepherd Alliance with the State government of Oklahoma and election of the new Board of Directors, all powers, responsibility and liability previously held by the Incorporators shall pass to and be held by the ISSA, Inc. Board of Directors. Incorporators may serve upon the Board but are not required to hold any further position of responsibility within the business (Club or Registry) unless they so choose.
Membership in the International Shiloh Shepherd Alliance (ISSA) shall be open to all persons interested in furthering the mission of the club and who agree to abide by its rules. Shiloh Shepherd breeders who register their stock with the ISSA must be members, and they must maintain good standing with the Club. There shall be four types of membership:
Regular membership dues shall be $25 per year. Household memberships shall be $40 per year. Alterations to this amount shall be recommended by the Board of Directors and voted on by a majority of the membership at the annual meeting. Non-present members wishing to vote upon this issue may submit their ballots via email or mail to the Club Secretary. Mail-in ballots must arrive at least one week prior to the event, and the Club Secretary shall count and add them to the totals upon the in-person vote being completed.
Dues shall be due upon January 1st of each year.
Members who wish to pay in advance or to pay for multiple years at a time (up to three years) may do so. A discount will be applied for members purchasing three-year memberships, as follows: the member will save $5 per year (20% of dues), and pay only $60 for three years. If a household wishes to purchase membership over a three-year period, they will gain a further discount and pay a total of only $100 for a three-year household membership.
Any new membership submitted after September 1st shall constitute membership for the entirety of the following year. Memberships paid before September 1st shall be due again upon January 1st of the following year.
No member may vote or run for office who has not brought their dues up to date.
Tracking member dues is the responsibility of the Membership Coordinator. In the event that the Membership Coordinator position is unfilled, their duties shall fall to the Club Secretary or the Vice President as appointed by a majority of the Board.
In November of each year the Club Secretary will email a notice of upcoming club dues, due upon the 1st of the year, using the member contact list provided by the Membership Coordinator. Failure of a member to provide a valid email address to receive such notice shall not excuse non-payment of dues.
Upon January 1st the Membership Coordinator shall contact any members who have not yet paid and advise them that their membership has lapsed and that they have until the end of February to pay or their membership will be revoked.
Upon February 15th the Membership Coordinator shall contact any members who are still unpaid and notify them that if payment is not received (or if they do not request an extension) by the end of the month, their membership shall be revoked.
On the first day of March the Membership Coordinator shall notify the Board via email of the names of any members who have been revoked for non-payment or who have requested extensions. Extensions are good until Memorial Day. At that time, if still unpaid, membership is revoked. The Club Secretary and the Membership Coordinator will update the list of active members in good standing accordingly.
Breeders who allow their membership to lapse shall be contacted immediately and suspended from the active breeder listing if the situation is not rectified within 15 days, or a reasonable (60 days) extension requested and granted by a majority of the Board.
Each application for membership should be submitted via the online application system and should include the following information: Name, address, email, one reference who is already a member of the club, and a brief description of why they would like to join the club and what sort of Club activities they would be interested in participating in (per the application questions). If they have purchased or otherwise adopted a Shiloh Shepherd they may also include the name of their breeder and their dog’s name and litter. The prospective member understands that this application constitutes agreement to abide by the Constitution and By-Laws of the International Shiloh Shepherd Alliance.
Applicants are elected via a dual effort by the Membership Coordinator and Club Treasurer. The application and dues are submitted simultaneously and the reference given shall be contacted by the Member Coordinator. Upon receipt of a satisfactory response the Member Coordinator shall check with the Treasurer to ascertain that the dues payment has been received (and, in the case of personal check, cleared). Upon approval, the new member will be added to the rolls as an active member of the Club, added to club-exclusive social media as appropriate.
The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December. Elections and awards follow the cycle of the National Event. In an election year, the elected officers shall take office on the first of the month following the National, the elections being held at the Annual Meeting at the National. Each retiring officer shall turn over to his/her successor in office all properties and records related to that office within 30 days of the election. The awards year for calculating annual awards such as Grand Victor begins at the first day of the National show event and ends just before the next National.
All Club meetings and Special Club meetings will be open only to members currently in good standing with the International Shiloh Shepherd Alliance. All Board meetings shall be open only to members of the Board of Directors unless a specific member or Committee head is invited to provide information or present a viewpoint or evidence. All meetings may be conducted in-person, by teleconference, or by electronic means such as typing in a chat room or speaking via voice chat (utilizing programs such as Skype, Ventrilo, etc).
The Annual Meeting of the Club shall be held the day before, day of, or day after the Annual National Specialty show of the Club. Such meeting shall be held at or near the site of the Specialty show. If no Annual National Specialty show is held by the Club, the Board of Directors shall designate some place and time for the meeting to be held that is convenient to the majority of members planning to attend.
Notice of the Annual Meeting shall be published on the Club website and social media pages, and emailed to all members by the Membership Coordinator or Club Secretary, at least 30 days in advance of the meeting. The quorum for the Annual Meeting shall be 15% of the members of the Club in good standing. This quorum shall include proxy votes for the purpose of voting on specific agendas up for consideration. Members wishing to vote by proxy shall submit their request to the Club Secretary at least 30 days in advance of the Annual Meeting and shall be mailed or emailed instructions to submit a valid proxy vote.
A quorum shall not be required to count the ballots of the Board Election.
Special Club meetings may be called by the President, or by a majority vote of the members of the Board. A Special Meeting may also be called by a petition of 10% of the Membership in good standing, who must file a petition for such with the Club Secretary. The Secretary shall present such to the Board, and a response given within 30 days of the petition’s submission. Such meeting shall be held at the place, date and hour as designated by the Board of Directors, and may be in-person or through electronic means such as voice or typed chat. It shall be scheduled no more than 90 days from the date of the petition’s submission unless all parties agree to an extension (if it is deemed a better choice to hold the Special Meeting in conjunction with the Annual Specialty, for example).
Written notice of such meeting shall be posted on the Club website and social media groups. Notice of such meeting will be emailed by the Club Secretary at least 15 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other business may be conducted. The quorum for such a meeting will be 10% of the members in good standing.
Meetings of the Board of Directors shall be held at such places and time as are designated by the President or by a majority vote of the entire Board. One Board meeting (minimum) is required to be held during each month of the year. Board meetings may be held via teleconference or chat. Notice of each meeting shall be mailed or emailed by the Club Secretary to the Board members at least 15 days prior to the meeting. The quorum for a Board meeting shall be a majority of the Board voting in person, by mail or email or via teleconference or chat. In an emergency, the President may call a Board Meeting with 48 hours’ notice, provided that the majority of the Board may attend.
The Board of Directors may conduct its business by mail, email, teleconference or chat. The Club Secretary will keep an official record of correspondence received and business transacted by the Board. The official record shall include the minutes of meetings and note any business conducted via mail, email, or chat, together with the names of the Board members who voted to approve or disapprove any resolutions. The official records shall be open to inspection by the members of the Club at any time. The Secretary shall email a report of club business to the membership and preserve a copy of the report in the Club files.
As advances in technology permit, the Board should make every effort to embrace and utilize technology that allows more members to interface remotely, in real-time, with the running of the Club as occurs during Annual and Special Club Meetings. Specific technologies allowed shall be proposed by any member of the Board or Club, discussed at an Annual or Special meeting, and agreed-upon or denied by a majority vote of the membership. A format denied in one year may be proposed again in the following year, in the event the technology improves and becomes more accepted or viable to the majority. In the event of multiple technologies being proposed for this purpose, the Board shall appoint a committee to investigate each option and report back on its suitability and feasibility.
The Board shall be comprised of the President, Vice President, Club Secretary, Treasurer, Registry Liaison, Membership Coordinator, and International Advisor. All of these persons must be members in good standing, have been ISSA members for three years or more, and have attended at least two Annual meetings in person.
In order to prevent ties in voting, no single person can serve in two Board positions at the same time.
The Board may choose to create any number of Committees with Committee Chairs at any time via a majority vote of the Board. They may additionally choose to dissolve any of these via majority vote at any time.
Specific officer, committee and advisory positions which the Board can choose to fill via majority vote include a Shows and Events Coordinator (with accompanying committee if desired) and two or more Advisor positions, which should be held by members from different countries. These officer positions are not standard Board positions and though they may attend Board Meetings at invitation of the Board, they do not vote in Board actions.
At the Club’s first election after these By-Laws become effective, the three-years’ required membership and Annual Meeting attendance shall be waived, and all officers shall be elected for an initial one-year term. They will thereafter be elected for three-year terms during the Club’s Annual Meeting.
General management of the Club’s affairs will be entrusted to the Board of Directors.
The Club’s officers will consist of the President, the Vice President, the Club Secretary, the Treasurer, the Membership Coordinator, the Registry Liaison, and an International Advisor. Optional officer positions may include the Show/Events Coordinator, with or without an attached committee, and additional appointed Advisors, in addition to any number of separate committee chairs and their attendant committees. They shall serve in their respective capacities with regard to the Club and its meetings and the Board and its meetings, as follows:
No Board member shall receive any compensation for services rendered to the International Shiloh Shepherd Alliance; however, a Board member may be reimbursed for expenses reasonably incurred on behalf of the ISSA if such expenses were preapproved by a majority vote of the full Board.
Any vacancies occurring on the Board or among the officers during the year shall be temporarily filled until the next Annual Election for that position. Until a Nominee is approved, the Vice President may act to complete the work of those positions. Nominees to temporarily fill positions will be proposed by Board members and approved by a majority vote of all the then members of the Board, except for the following exceptions:
A vacancy in the office of President shall be filled automatically by the Vice President, and the resulting vacancy in the office of Vice President shall be filled by a Board member bringing forth a nomination for that office, to be approved by a majority vote of all the then members of the Board, until the next Board election.
A vacancy in the office of Treasurer shall be filled as described in Article III, Section 2, entry 4. The Vice President (or Secretary, if the VP is unable to do so) shall receive all funds and records from the previous Treasurer, and fill the office of Treasurer temporarily until a new Treasurer can be appointed. If the Vice President prefers to fill the office of Treasurer permanently, this can be approved by a majority vote of the Board. Following the vote, the President should nominate a new candidate for the office of Vice President, followed and approved via a majority vote by all of the then members of the Board. The new VP shall fill office until the next Board election, when their position shall be up for reelection as is normal.
The Club shall purchase and maintain general liability insurance to cover potential accidents at ISSA events. All Officers shall be indemnified from personal financial liability through the Club purchasing such insurance.
Any Board member whose immediate household members or immediate family members or business partners (including co-ownerships) represent or have any direct or indirect interest in financial or policy decisions facing the Board, shall be considered to have a conflict of interest. Further, he/she shall be prohibited from participating in any discussion, decisions, or voting involving that entity.
At the Annual Meeting, or at special meetings of the Club, voting shall be limited to those members in good standing who are present at the meeting, and members in good standing who submit a request for a proxy vote as outlined in Article II, Section 2. Exception is made for the tri-annual Board election of officers and any amendments to the Constitution, By-Laws, or the Standard for the Breed, which shall also permit the counting of written ballots cast by mail or email. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail or email. Ballots being cast by mail or email must reach the Club Secretary within one week of the meeting where the vote will be called, and the Secretary shall bring the votes to the meeting so they may be counted along with the votes cast by members who are present at the meeting. Any member not current on their Club dues shall not be allowed to vote.
In the tri-annual election of Officers of the Board, the vote shall be conducted by ballot. Ballots cast in-person at the Annual Meeting and those cast as remote ballots via mail or email shall be valid. Remote ballots must be received by the Club Secretary on or before one week prior to the date of the Election. Each member will have one vote for each position up for election.
The ballots shall be counted by three Inspectors of Election appointed by the Board from the Membership, none of whom may be candidates for office. The Club Secretary shall announce the results of the Election at the end of the Club’s Annual Meeting. The person receiving the largest number of votes for each position shall be declared elected. If any nominee, at the time of the Election, 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 III, Section 4.
No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen three months prior to the election. The Club Secretary shall solicit volunteers to serve on the Nominating Committee from the current members in good standing. The Board shall then appoint, from the list of volunteers, a Nominating Committee of three, no more than one of whom shall be a member of the current Board of Directors. Every effort should be made to include upon the Nominating Committee one member from outside of the USA. If there are not suitable volunteers available from different countries, then the members should be chosen from different regions of the United States if at all possible. The Board shall also name a chairman for the Committee, with the Vice President acting as Liaison. The Nominating Committee may conduct its business by mail, email, or teleconference.
There shall be standing committees proposed by the Board and passed by a majority vote of such. Purposes of the standing committees existing at any given time include shows/events coordination, public outreach and education, rescue, health and genetics, outcross research, breeder education, and judges’ education. Each committee shall present an annual report to the Board during the Annual Meeting. The Board may request interim reports at any time during the year. Such committees are subject to the final authority of the Board.
The Board may, each year, appoint additional temporary committees to advance the work of the Club and assist the members of the Board in such matters as dog show organization and paperwork, acquisition and/or transport of trophies and other awards including annual awards, and aiding in the smooth running of Club shows and other events. In the case of charges being filed against a member of the Club, the Board may opt to appoint a Grievance Committee made up of at least three members who do not have a conflict of interest in the matter addressed by the charges (see Article VI, Section 2, below).
Such additional committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects or any other areas which may be well served by such committees.
Standing committees shall be reviewed by the Board at least every three years and be re-approved by a majority of the Board. If they are not re-approved they will lapse until the Board calls for another review and revives them by majority vote.
Any committee appointment may be terminated by a majority vote of the full Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated. The Board may choose to reappoint those persons whose service has been terminated in the past, through a majority vote of the Board in favor.
Any member who is suspended from any of the privileges of the ISSA Registry (e.g. breeder status) shall be automatically suspended from the privileges of this Club for a like period.
A grievance may be brought before the Board by any current member of the club in good standing. The grievance may be against another club member, against an ISSA-Licensed Breeder or breeder in training, or against a member of the Board or a Breed Warden.
For a grievance to be considered valid:
The member bringing the grievance to the attention of the Board should contact the club Secretary, Anne Becker, at info@shiloh-shepherd.com. A $25 fee is required, refundable if the grievance is upheld by the Board.
The member shall lay out plainly and in writing the situation which prompted the grievance. The Secretary shall, at the next meeting of the Board, bring the grievance to the attention of the Board and furnish each Board member with a copy of the grievance. The Board shall discuss the following action steps in order to determine the validity of the grievance:
The Board shall assign one or more of its number to follow up on the above action points in order. The follow-up shall be completed by the following meeting of the Board, when the acting members shall present any further evidence gathered for consideration in the case.
If, after full investigation, the Board feels that the action was inappropriate or harmful to the reputation of the Club, in violation of its Constitution, and/or its membership, the Board shall uphold the charges. If the grievance is brought against a Breeder or breeder-in-training and there is a clear violation of part of the Breeders' Code, the Board shall uphold the charges.
If the charges are upheld, the Board shall discuss appropriate disciplinary action, which may include official communication regarding the incident, a formal Letter of Censure, a temporary suspension, or even, in extreme cases, expulsion from the Club. The specific disciplinary action shall be agreed upon by a majority of the Board. The Board shall appoint one of its number to draft a letter to the defendant laying out the incident and the Board’s judgement.
Amendments to the Constitution, By-Laws, and Standard for the breed may be proposed by the Board of Directors, or by written petition addressed to the Club Secretary that has been signed by 20% of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors. The amendment along with the recommendations of the Board must be submitted to the members by the Club Secretary for a vote within 3 months of the date when the petition was received.
The Constitution and By-Laws may be amended at any time, provided a copy of the proposed amendment(s) have been mailed or emailed by the Club Secretary to each member in good standing, accompanied by a ballot on which s/he may indicate his/her choice for or against the action to be taken.
The notice shall specify a date not less than 30 days after the date of mailing, by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
No amendment to the Standard for the Breed that is adopted by the Club shall become effective until it has been approved by the Breed Wardens of the International Shiloh Shepherd Alliance Registry, by a 2/3rds majority vote.
The Club 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 the Club, whether voluntary or by operation of law, none of the property of the Club, nor any proceeds thereof, nor any assets of the Club, shall be distributed to any members of the Club; but, after payment of the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.
Wherever there is sufficient interest, members may act together to form a Chapter of the International Shiloh Shepherd Alliance. Such Chapters may use a version of these By-Laws to define election procedure, modified as follows:
Wherever there is an interested Club member who wishes to organize a Club event to promote and/or educate about the Shiloh Shepherd, that person shall be able to apply to the Board of Directors for support for said event. The qualifying events include but are not limited to the following: Shiloh Walks; Rescue Events; Pet Expo booths; Meet the Breed events; Dog Sports events such as Rally Obedience or Herding Instinct testing; or small Specialty Shows.
The Board of Directors shall vote on each request for support received (majority vote carries). The Club shall create a tiered system outlining support available for various types of activities, with levels increasing by probable attendance. The Board may opt to vote to provide additional support if such a member has run several successful and popular events in the past (majority vote carries). At the discretion of the Board such a member may be empowered as a Regional Representative and entitled to the higher level of support given to Chapters of the International Shiloh Shepherd Alliance.
At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
At meetings of the Board, the order of business (unless otherwise directed by majority vote of those present) shall be as follows:
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