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IAPC General By-laws Download in MS Word format Article I PRINCIPAL OFFICE The principal office of the Association shall be located in such a place, as the Board of Directors shall determine to be appropriate to carry on the business of the International Association for the Presa Canario. The Association shall conduct business at such other offices, as the Directors deem necessary from time to time. Article II MEMBERSHIP Section 1. Eligibility Part 1. Single Adult (over 18 years of age) membership includes newsletter subscription and eligibility for discounts on Temperament Test and working certificates to be earned by Presas Canario regardless of record status with IAPC Pedigree and/or Stud Books. Member may not vote. Membership does not constitute endorsement for breeding suitability. Member may not register a kennel name or advertise IAPC membership in any matter connected to sale of dogs not specifically endorsed by the Association unless authorized by the Board of Directors in writing. This membership shall consist of Presa Canario owners, breeders, and others interested in the breed. Part 2. Any member who shall find himself unwilling or unable so to sign, subscribe and comply shall be permitted to resign his membership and to receive a prorated refund of dues pertaining to any paid but unexpired term of membership. Part 3. Members refusing either to sign the statement of conditions of membership and/or Code of Ethics or to resign shall have their membership terminated by the Board of Directors without any refund of dues. . Section 2. Dues Each new member shall pay an annual due of forty-five ($45.00) dollars upon entering the Association and forty ($40.00) dollars each year thereafter when the membership is renewed. Dues shall be due on the day that the application for Membership has been approved by the Board of Directors. The Board of Directors shall be empowered to fix the amount of dues from time to time as required. Notice of changes in fees shall be given to members, sufficiently in advance to provide at least thirty days' notice. Section 3. Voting Rights Only Board of Directors members shall be entitled to vote. Section 4. Election to Membership 1) Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the Constitution and By-laws of the International Association for the Presa Canario. 2) The application shall state the name, address and any other information as the Board of Directors may direct. Accompanying the application, the prospective member shall submit dues, which shall be refunded if the application is rejected. The Board of Directors may elect applicants at any time, and application for membership shall be acted upon as soon as possible after the filing of said application of which the applicant shall be notified promptly. 3) Membership in the Association is contingent upon acceptance by the Board of any person's application; the Board for good cause in its sole judgment may decline to accept any application without stating its reasons, and the decision of the Board shall be final. Section 5. Termination of Membership Part 1. By resignation. Any member in good standing may resign from the Association upon written notice to the Chairman of the Board of Directors; but no member may resign when in debt to the Association. Dues obligations are considered a debt to the Association and they become due each calendar year on the day that the application for Membership has been approved. Part 2. By lapsing. A membership will be considered as lapsed if such member's dues remain unpaid after the first day following the end of one (1) year after the application for membership was approved; however the Board of Directors may grant ninety (90) days of grace to such delinquent members in meritorious cases. Part 3. By expulsion. A membership may be terminated by expulsion for any activity which is considered by the Board of Directors a) To be in violation of the Constitution or By-laws of the Association; b) To be contrary or causing harm to the interests and objectives of the Association; c) To prejudice the integrity of the Association's stud books, pedigrees, or certificates of identification; or if a member has been found a) Falsifying information or data submitted to the Association in the form of applications for membership, or Pedigree/Stud Books registration, or in any other form used by the Association to generate stud books, pedigrees, certificates or any other records. b) Failing fully to disclose all relevant or required information, or to conceal information required to be given in any application for Pedigree/Stud Books registration, or any other application form used by the Association, or in the course of any inspection of animal records, kennel premises, or animals; or c) Causing embarrassment or to bring about libelous, slanderous, or scandalous public attention, articles, broadcasts, or news items in public news and information media of any sort, to or in respect of the Association, its objectives, or its members; d) Interfering with the efficient operation of the Association, or e) Compromising the breed's public image in any harmful way; or is considered likely to prejudice or damage the image of the Association; or f) In any other way to damage the interests, the objectives, or the reputation of the Association and/or of its members, in the sole judgment of the Board of Directors; Section 6. Discipline Charges Any member may press charges against any other member for any alleged activity which is in violation of the Constitution and/or By-laws of the Association, or is contrary to the objectives and purposes of the Association, or is considered likely to prejudice or damage the image of the Association, or interferes with the efficient operation of the Association, or compromises the public image of the breed in any way. Section 7. Board Hearing After hearing all the evidence and testimony presented by the complainant and the defendant, the Board of Directors may, by a majority vote of those present, suspend the defendant of all privileges of the Association for a specified period of time. If the Board deems that punishment insufficient, it may vote to expel the defendant from the membership. Immediately after the Board has reached a decision, its findings shall be put in written form. The Chairman, in turn, shall notify each of the parties of the Board's decision. Section 8. Reinstatement A member terminated by reason of resignation or lapsing must reapply according to Article II, Section 4. An expelled member may not reapply for a period of at least two (2) years. Article III IAPC PEDIGREE AND STUD BOOKS Section 1. Registration of Presas Canario As a condition to the registration of the Presas Canario with the Association's Pedigree and Stud Books, certain criteria shall be satisfactory demonstrated by each Presa Canario owner. Part 1. Presa Canario puppies from IAPC-endorsed litters 1) International Association for the Presa Canario will register a puppy from a litter of its official endorsement upon the owner's request in the IAPC Pedigree Books (IAPCPB). Eligibility for registration with IAPC Pedigree Books does NOT constitute NOR is it an endorsement for breeding suitability. It must be understood only as indication that both dam and sire have passed IAPC Stud Books Breeding Suitability Test (BST) requirements, and that the DNA profile (proof of parentage) for the litter has been secured and is on record with the Association. Note: "DNA profiling" shall mean any form of molecular biological assay or test approved by the Board of Directors and used to identify animals, or to distinguish one animal from another, or to determine parentage or for similar purposes under the auspices of, or for recording in the records of the Association. The identifying techniques, commonly and collectively known as "DNA fingerprinting," are subject to ongoing technological change and development. The Board of Directors will monitor the availability and cost of such techniques and shall establish the necessary regulations, policies and procedures governing their use for the identification of Presas Canario from IAPC-endorsed litters. The Board of Directors may at its discretion require DNA typing or analysis as a condition of eligibility for identification of Presas Canario from non IAPC-endorsed breedings. 2) To register with the Association's Pedigree Books and to receive the IAPC Certified Pedigree the owner must submit the proper IAPC Puppy Registration Application, which is issued upon purchase from a breeder of a puppy from the litter endorsed by the Association along with a fee of fifty-five ($55.00) dollars. In such case IAPC Certified Pedigree (official form: stamped, sealed and signed for authenticity) comes with one (1) year of IAPC membership along with the reimbursement in the sum of twenty ($20.00) dollars in the event the owner completes and returns a breed survey form made available at the time his/her Presa Canario is one (1) year of age. Part 2. Presa Canario puppies from IAPC Test Breedings In the event the litter constitutes IAPC "Test Breeding" (see IAPC Breeding By-laws for BST Presas Canario), the owner may still apply to receive a Certified Pedigree marked "Test Breeding" (same fees apply). However, Presa Canario resulted from such breeding will be registered (i.e. given a registration number with IAPC Pedigree and Stud Books) only after passing all three requirements of General Breeding Suitability Test (BST I) as a minimum. Part 3. Presa Canario puppies from IAPC litters endorsed as "Inbred" 1) IAPC opposes careless and/or frequent inbreeding practices. Note: Current theories of population genetics tell us that the maintenance of genetic diversity is the single most important factor in preserving the health and viability of purebred captive and companion animals. Thus, when the founding population is very small or excessive inbreeding without compatible culling technique has resulted in a loss of desired traits, it is preferable to have a means to allow tested and proven crosses from outside the studbook registry to expand the gene pool. However, it is the viewpoint of the Board of Directors that artificial (human) selection of only the finest breeding stock, in terms of temperament, performance ability, health, correct structure, movement, intelligence and trainability, longevity, and reproductive ability, is at least equally important. Notification of Litter will normally not be accepted for litters produced by matings within the following degrees of inbreeding: a) Brother - sister b) Parent - offspring d) Half-siblings e) Uncle - niece, aunt - nephew f) Grandparent - grandchild g) First cousins except by prior agreement of the Breed Steward, which must be secured before any such mating is physically accomplished. In case such breeding takes place, it shall be endorsed by the IAPC only as "Inbred" and any of the resulting offspring seeking registration with the IAPC shall undergo procedures to fulfill the requirements set forth for Presas Canario resulting from the IAPC "Test Breeding." 2) Certified Pedigree issued to Presas Canario proceeding from the foregoing degrees of inbreeding will be endorsed "Inbred" and those Presas Canario whose Pedigrees bear such an endorsement shall be required to be mated only with the progeny of certain matings which will not further reinforce the inbreeding. In such instances the advice of the Breed Steward will be sought and followed by the breeder, and the Breed Steward shall advise the Registrar in regards to acceptable matings which were advised. Part 4. All other Presas Canario: 1) Those Presas Canario, which did not originate from any of the litters endorsed by the Association, and whose owner is seeking to receive an official IAPC Certified Pedigree, to register the said animal with the Association must qualify under requirements issued forth for the animals seeking eligibility for entry into the IAPC Stud Books. 2) Owner must be an IAPC member to register his/her Presa(s) Canario with IAPC Pedigree/Stud Books. A registration fee of twenty-five ($25.00) dollars applies to each individual dog's application. Note: in the event that the DNA evidence of parentage is not readily obtainable, IAPC Certified Pedigree for such Presa Canario shall bear a corresponding inscription. Part 5. IAPC Stud Books Eligibility 1) Completion of the Stud Books eligibility requirements as well as updates based on the individual dog's achievements will be reflected through division of the eligible Presas Canario at three levels indicating successful passing of the Breeding Suitability Test (BST) - General, Advanced, and Elite, also promptly recorded in the Association's Stud Books. Requirements for the abovementioned levels are as follows: a) For General BST (or BST I): either OFA hip rating of "Excellent", "Good", or "Fair" (also, see in section 7, II, 1 (d); the passing of the IAPC Temperament Test (or its equivalent authorized and/or publicly endorsed by the Association in writing); and proper FCI pedigree or export pedigree or FCI registration document; b) For Advanced BST (or BST II): OFA hip rating of either "Good" or "Excellent"; passing of the IAPC Temperament Test; certification of achievement of a basic working title (i.e. SCH I, PSD I, etc.) and/or placement in the top 25 percent in sanctioned (publicly endorsed by the Association) working dog trial(s) (i.e. Dog Sport Open, Schutzhund, KNVP, Iron Dog, etc.); and proper FCI pedigree or export pedigree or FCI registration document; c) For Elite BST (or BST III): OFA hip and elbows rating of either "Good" or "Excellent"; passing of the IAPC Temperament Test; certification of achievement of an advanced working title (i.e. SCH I, PSD I, etc.); and/or placing among top 3 participants in a sanctioned (publicly endorsed by the Association) working dog trial(s); and proper FCI pedigree or export pedigree or FCI registration document. Note: the only conformational titles to be recorded in IAPC Stud Books will be the ones obtained through exhibitions held by FCI or FCI-recognized organizations. Note: all original documents will be returned to the owner upon completion of the reviewal for registration process via certified mail along with an IAPC Certified Pedigree indicating the animal's Stud Books number and status in regards to the fulfillment of the BST requirements. 2) The provision of this Article II, Section 7, may not be added to, altered or amended without the affirmative vote of the majority of the Board of Directors. Dissenting opinions may be issued to appear in the IAPC Newsletter. Section 2. Application Process Part 1. Conditions of Eligibility 1) As a condition to the entry of the Presa Canario into the IAPC Stud Books, certain criteria shall be satisfactory demonstrated by each Presa Canario owner. If the said Presa Canario already has an IAPC Certified Pedigree, available to owners of dogs from the IAPC-endorsed litters, the original (signed, stamped and sealed for authenticity) must be enclosed. Note: Applicant for IAPC membership who is a breeder of Presas Canario and/or is planning to breed litter(s) endorsed by IAPC must enclose signed IAPC Breeder's Code of Ethics along with application for Stud Books registration. 2) In the event that the Presa Canario has not come from an IAPC-endorsed litter in which are the following: a) That the Presa Canario must be over one (1) year of age to qualify for registration; b) That the owner must be the current member of the Association. Note: registration materials for the Presa Canario along with a membership fee must be submitted in full via certified mail to be paid by the Presa Canario owner both ways. 3) IAPC members whose animals originate from litters endorsed by the Association shall pay a five dollar ($5.00) processing fee for Stud Books registration, plus cost of certified mail, those members whose Presas Canario are without such affiliation - a fee of twenty-five ($25.00) plus cost of certified mail to ensure prompt delivery. Note: all original documents will be returned to the owner upon completion of the reviewal for registration process via certified mail along with an IAPC Certified Pedigree and appropriate BST certificate (stamped, sealed, and signed for authenticity). 4) All of the following materials must be submitted to complete the requirements for registration with IAPC Stud Books: a) Standing (on hard surface) photographs of front and both sides of the Presa Canario in color; b) The Presa's Canario name, date and age at the time of photograph written on the back of each photograph; c) Copy (clear and legible) of IAPC Temperament Test Certificate (or its equivalent authorized by the Board of Directors and/or endorsed by the Association in writing); d) Original OFA hip rating certificate. Note: if a dog is under two (2) years of age and seeking to qualify under General BST (Breeding Suitability Testing) requirements, an original letter from OFA, discussing the preliminary x-ray of hips results as satisfactory for passing must be enclosed. Furthermore, the owner of the said dog must obtain official OFA hip rating certificate as soon as the said dogs is twenty-four (24) mo. old. Failure to do so will result in breeding prohibition on the said dog (see IAPC Breeding By-laws for BST Presas Canario). e) Copy (clear and legible) of the FCI pedigree or export pedigree or FCI registration document of the Presa Canario; f) Any additional documentation to fulfill requirements of the high levels of Breeding Suitability Testing, such as OFA elbows certifications, certificates of any working titles received or official recordings of the working trial participated in. Note: completion of such titles as CGC (AKC Canine Good Citizen), TDI (Therapy Dog International), advanced obedience, agility, weight pulling, and any other relevant working titles; etc. are strongly encouraged and will be recorded in both Pedigree and Stud Books of the Association. Clear and legible copies must be enclosed along with the rest of the application materials. 5) A form where the following information is provided in clear and legible writing: a) The name(s) of club(s) and/or association(s) with which the animal is registered; b) The full registered name of the animal; c) The animal's date of birth; d) The animal's sex; e) Description of color and markings; f) Name of the breeder; g) Full address of the breeder; h) Name and address of the person from whom the animal was acquired, if different from above; i) Date of purchase or acquisition; j) Name of the present owner of the animal; k) Full address of the present owner of the animal; l) Name of the applicant, if different from above; m) Full address of the applicant, if different from previous; n) Address to which the Certificate(s) is to be sent; o) Name and identification/registration number(s) of sire; p) Name and identification/registration number(s) of dam; q) Height at withers in inches (at the time of application); r) Weight in pounds (at the time of application); s) Whether the animal's parents are both identified with the Association; t) Extended pedigree showing names and registration numbers of grandparents and great-grandparents (where available) if one or both of the parents are not identified with the Association; u) Date of application and signature of applicant. 6) The applicant for identification shall prove his ownership of the animal by producing either a certificate of registration/identification recording his ownership from the FCI/FCI recognized entity or by a signed legal bill of sale from the previous owner. 7) The applicant for identification shall provide at the time of application suitable photographs of the animal as detailed in Section 2, Part 1.4 (a) of these By-laws. 8) The applicant for identification of a Presa Canario shall submit a pedigree, a certified pedigree, or a certificate of pedigree from the FCI recognized club, association or registry which first registered or identified the animal, if it has already been so registered or identified. 9) The Board of Directors may at its discretion require additional information beyond the items listed in Section 2 of these By-laws to be given in Association application forms without amendment of these By-laws. Section 3. IAPC Certification Part 1. Certified Pedigree The Certified Pedigree shall be the basic identity document for a Presas Canario recognized by the Association. It shall carry a warning that the animal described has not yet been inspected and confirmed for breeding purposes. 1) The Association may, from information contained in its animal pedigree records or obtained from other associations' stud books or records, issue certificates of pedigree showing any number of generations of recorded ancestry, and containing such further information as may seem desirable, at the discretion of the Board of Directors. 2) Certified Pedigree will be based on information as recorded in the records of the Association and other entities and will be given without liability of the Association in the event that any such information should be found incorrect. 3) The Association may decline to provide a Certified Pedigree, or may provide a Pedigree containing fewer generations than requested, for any reason deemed sufficient by the Registrar. I. Certified Pedigree has the nature of a birth certificate and shall carry the following information: a) Name of the dog b) Sex c) Date of birth d) IAPC Pedigree Books registration number e) Description of color and markings f) Name of the breed (Presa Canario) g) IAPC Stud Books number h) Name and address of owner i) Name, kennel name (if applies) and address of breeder j) "Test Breeding" or "Inbred" endorsement (if applicable) k) Name of sire l) Name of dam m) Names of grandparents n) Names of great-grandparents II. For the purposes of the IAPC Stud Books, the following information should be made available to the Registrar through the assistance of the Breed Steward: a) Height at withers in inches and weight in pounds (average working weight upon maturity - dogs: 2 y.o.; bitches - 2.5 y.o) b) Temperament description and (if verifiable with the Board of Directors through a recognized judge endorsed by the Association) details of performance proving and working qualities (as evaluated by a judge endorsed by the Association). c) Statement of worthiness for breeding and signature of the Breed Steward Part 2. Temperament Test and Working Certificates 1) The IAPC may issue Temperament Test and working certificates to individual animals belonging to members of the Association regardless of the Pedigree and/or Stud Book registration status after passing the IAPC Temperament Test and in recognition of achievement in canine working events hosted by the Association, in such form and containing such information as seems desirable at the discretion of the Board of Directors. 2) Before any such certificates may be awarded the nature of and requirements for such Certificates shall be specified in a special Appendix to these By-laws to be issued forth by the Board of Directors at some point before the annual meeting of the Association. 3) The appropriate levels of achievement for various Certificates and the corresponding performance proving requirements to be described in such Appendix to these By-laws shall be set by the Board of Directors in consultation with the Breed Steward. Part 3. Duplicate Certificates 1) The Association will issue a duplicate certificate upon application on a form supplied by the IAPC for the purpose, together with tender of the appropriate fee for a new certificate. 2) Such an application must show to the satisfaction of the Registrar that the original certificate has been lost or destroyed, or is otherwise unobtainable. 3) Such an application must contain a signed attestation of the truthfulness and completeness of all statements made therein by the person last in possession of the original certificate. 4) Such an application must be accompanied by new photographs of the animal described by the original certificate in accordance with specifications laid down in Section 2, Part 1.4 of these By-laws. 5) Once a duplicate certificate has been issued by the Association, the original certificate shall be deemed void; should the original be found it must be returned to the Association. Part 4. Suspensions and Cancellations of Certificates and other Measures 1) If any inspection conducted on behalf of the Association should indicate that breeding records, dog identification records, or other records required to be kept and maintained are in such a state as to cast doubt concerning the identity of any dog owned, leased, kept, bred, imported to the United Staes, bought, sold, or otherwise disposed of, or concerning the accuracy and truthful nature of applications submitted to the Association, or concerning the veracity of performance proving evidence submitted to the Association, the Board or the Registrar may suspend pending investigation or may cancel any BST certificates, Temperament Test and working certificates, certificates of pedigree, or other documents of any or all dogs and progeny thereof involved or in any way connected with the person whose records were the subject of that inspection. 2) Refusal by any person to allow an inspection or to produce the required records for examination shall be deemed an admission that adequate records have not been maintained, and may result in cancellation of all certificates relating to animals bred by or belonging to that person and deprivation of further Association services of any kind. 3) Certificates, pedigrees, or other documents may also be suspended by the Registrar pending inspection of records or investigation, at his discretion. 4) Failure to produce or to keep adequate records as set forth in these By-laws shall be grounds for disciplinary action by the Board of Directors. Part 5. Amendment and Cancellation of Certificates 1) The Registrar shall have authority to recall, re-issue, amend, correct, suspend, revoke or cancel certified pedigrees, Temperament Test and working certificates, and any and all other certificates or documents issued by the Association attesting to animal records held by the Association, for just cause. 2) The Registrar shall work in cooperation with the Breed Steward to assure the continued high standard of the Association's animal records and shall give due consideration to information submitted by the Breed Steward when determining the advisability of recalling, re-issuing, amending, correcting, suspending, revoking or canceling certificates, pedigrees and other documents. 3) The Registrar shall report to the Board any recall, re-issue, amendment, correction, suspension, revocation, or cancellation of certificates, pedigrees or other documents, stating the cause of such action in each instance. 4) The Registrar may at any time initiate an inspection of the animal records of any person owning or keeping animals identified in the records of the Association in accordance with Section 2 of these By-laws, in order to determine the advisability of recalling, re-issuing, amending, correcting, revoking or canceling certificates, pedigrees and other documents, and may suspend in accordance with Section 3, Part 4 of these By-laws any certificates, pedigrees or other documents pending completion of such inspection. 5) At any time when DNA parentage testing of an animal indicates that the ancestry of that animal as recorded in the records of the Association is questionable or doubtful, the Registrar shall cancel any certificates of identification held by the animal tested, by its littermate siblings, by its progeny, and by the progeny of its littermate siblings, unless the correct ancestry for any or all of the aforesaid animals can be definitively established by further DNA testing. If such testing is conducted it shall not be at the expense of the Association, but costs will normally first be paid by the owner of the animal whose pedigree was called in question, who shall have the right to recover such costs from the person who was in possession or control at time of mating of the dam of the eldest questionable animal. Part 6. Transfers of Ownership and Applications For Transfer of Ownership 1) Application to register a transfer of ownership upon sale or other disposal of a dog must be made on a form supplied by the Association and accompanied by the appropriate fee for transfer of ownership. 2) The signatures in ink of all owners of the dog must appear on the application for transfer; if the dog is co-owned, the signatures of both co-owners must appear, whether sellers or purchasers. 3) When a dog previously identified is sold or otherwise disposed of, the certificate must be returned to the Association for amendment reflecting the new ownership together with the appropriate fee for transfer of ownership, and the amended certificate will ordinarily be forwarded directly to the new owner by the Association. Part 7. Delivery of Certificate to New Owner 1) When a dog identified by the Association is sold or otherwise disposed of, the person so disposing of the dog shall within six months following the date of sale register the transfer of ownership with the Association and provide the new owner with the Association's Certified Pedigree, duly amended to reflect the new ownership, at no additional cost to the new owner. 2) It shall be the responsibility of the seller to complete the requisite application form and to pay the prescribed fees set by the Board. 3) Buyer and seller may make a legal agreement in writing that no Certified Pedigree will be provided until the purchaser has paid the agreed price in full, but otherwise any person selling a Presa Canario must provide the new owner with the appropriate Certified Pedigree reflecting the transfer of ownership within six months of the sale. Part 8. Changes in and of Certification Procedures and Content The Board may at any time and from time to time alter the form and/or the amount or kind of information given in any class of certificates issued by the Association, without necessity for the prior amendment of these By-laws. Section 4. Integrity of Records Part 1. Certified Pedigrees 1) Inasmuch as the value and usefulness to breeders of an animal pedigree association is only as great as the integrity of its pedigree records and stud book, the Association's first consideration in matters of identification shall be truthful, accurate, and complete recording of data concerning each animal identified. 2) The Association and its personnel shall use all due diligence to protect the integrity of the Association's Pedigree Books and Stud Books and shall take all reasonable practical measures and precautions to ensure truth, accuracy and completeness of the data from which those records and that stud book are compiled. 3) The Board, the Registrar, and the Breed Steward are empowered at any and at all times to take any and all measures that they deem necessary to achieve such integrity of records and such recording of data, while members of the Association and non-members availing themselves of services of the Association shall be required at any and at all times to cooperate fully and honestly with the Board, the Registrar, the Breed Steward and their agents to achieve those ends, and failure so to do shall be grounds for disciplinary action. Article IV. BREED STANDARD The International Association for the Presa Canario will abide by the Standard #346 issued forth by the Federation Cynologique Internacionale (FCI). Article V. ASSEMBLY Section 1. Meetings Part 1. Association Meetings 1) The annual meeting shall be held once each calendar year on the first weekend of May as designated by the Board of Directors and all members shall be advised of the date, time, and place thereof at least ninety (90) days in advance thereof, at the discretion of the Chairman. Notice may be given, if convenient by mail, computer networking, telecommunications or any combination of these methods, as may be found necessary or desirable. 2) The Board of Directors may designate any place as the place of the meeting. Accidental omission to give notice to, or non-receipt of notice by, any of the members entitled to receive notice shall not invalidate the proceedings of a meeting. Section 2. Board Meetings 1) The Board of Directors must meet at least once in each calendar year. If possible, a meeting of the Board of Directors shall be held in conjunction with the Annual Meeting of the Association. The Chairman may call other meetings of the Board of Directors. Notice of the place, date, and time of any meeting must be given to the membership of the Board, either in writing or at the discretion of the Chairman, at least ten (10) days prior to the date of the said meeting. 2) In the event of agreement to forgo such notification by sufficient number of the members of the Board of Directors to constitute a quorum, meetings may be held at any time either in person or by telephone conference. The quorum for such meeting shall be two thirds (2/3) of the Members of the Board of Directors present either in person or by proxy. 3) Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee, may be taken without a meeting, if all members of the Board or Committee as the case may be, consort thereto in writing, and the writing or writings are filed with the Minutes of proceedings of the Board or Committee. Members of the Board of Directors or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference by telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at a meeting. Section 3. Association Meeting Procedure Except as otherwise herein provided, Association meetings shall be conducted in a form of a two-day seminar in accordance with a schedule set forth by the Board of Directors at least thirty (30) days prior to the date of the Annual Meeting. Article VI. BOARD OF DIRECTORS AND OFFICERS Section 1. Board of Directors Part 1. Duties and Powers Board of Directors shall manage all business and affairs of the Association. The Board of Directors may engage in cooperative endeavors with any other organization public or private, non-profit or commercial, for the gathering, recording, interpretation, exchange, and application of cynological information, data and knowledge. Their duties shall be: a) To adopt, amend and enforce policies, procedures, rules and regulations respecting the recognition by the Association of Breed Clubs and the Association's relationship with the same. b) To adopt, amend, promote and make effective a Code of Ethics in respect of the breeding, training, handling, competitive use, keeping, buying, selling, marketing, advertising, and disposing of Presas Canario; c) To adopt, amend, and enforce rules for the holding of public events involving recognized working dog breeds, and to encourage the holding of public events conceived to display working dog excellence in a non-competitive context. d) To help and advise Association members and other interested Presa Canario owners with any and all matters pertaining to the Association and to the breeding, raising, owning, or buying of Presas Canario. Part 2. Number, Tenure and Qualification 1) The number of Directors shall be made up of no less than five (5) nor more than eleven (11) members of the Association. 2) The Chairman shall always be elected from the Board of Directors. 3) Besides the Chairman, four members shall be the Registrar, the Treasurer, the Breed Steward, and the Chairman of the Public Relations Committee. 4) It is permissible for one person to be elected for more than one position. Part 3. Long-term Planning As the Association grows, the remaining members shall be appointed by the original Board of Directors from the membership for a term of at least two years. Results will be published in the Association newsletter. Part 4. Liability No member of the Board of Directors or Standing Committee member or Officer shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a Director, Committee member or Officer notwithstanding any provision of law imposing such liability, provided that such liability is imposed by applicable law, shall not be eliminated for a) any breach of a Director's, Committee member's or officer's duty to the Association or its members, b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or c) any transaction from which a Director, Committee member or Officer derived an improper personal benefit. No member, Director, Committee member, or Officer of the Association shall be personally liable for any debt, liability, or obligation of the Association. Part 5. Resignation Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein and if no time is specified, at the time of its receipt by the Chairman. The acceptance of resignation shall not be necessary to make it effective. Part 6. Removal Any Member of the Board of Directors may be removed for a cause by a vote of two-thirds (2/3) of the other members of the Board of Directors at a meeting of those members present in person, provided such Director shall have been mailed a written notice signed by the Chairman, of the charge preferred against him/her at least thirty (30) days prior to such meeting. 1) Compensation. Directors shall not receive any compensation for their services as Directors, but by resolution of the Board of Directors may be compensated for expenses incurred by them on behalf of the Association Club Year. The Association's Officers and members of the Board of Directors shall take office first Saturday of May, following a traditional meeting of the Board of Directors on the day directly preceding first Saturday of May of each calendar year. 2) Succession. Each retiring officer shall turn over to his/her successor in office, as soon as it is practicable, but not later than one (1) month after his/her retirement, all properties and records relating to that office. 3) If any member shall die, resign or for any reason be unable to serve, a successor shall be appointed from within the Association membership, by the remaining members of the Board of Directors. To fill such vacancy Directors may be elected to serve additional consecutive terms. 4) No member of the Board of Directors or Standing Committee member or Officer shall be personally liable to the Association or its member for monetary damages for breach of fiduciary duty as a Director, Committee member or Officer notwithstanding any provision of law imposing such liability, provided that applicable law imposes such liability. Article VII COMMITTEES AND OFFICES Section 1. Permanent Committees The Chairman with the approval of the Board of Directors may appoint committees or subcommittees to advance the work of the Association. Such committees shall always be subject to the final authority of the Board of Directors. The Chairman shall be a member ex-officio of all such committees. Any committee appointment may be terminated by a majority vote of the Board of Directors. Section 2. Public Relations Committee 1) Temporarily, members of the Board of Directors shall assume the functions and responsibilities of the Public Relations Committees until more qualified members are available. The responsibilities of the Public Relations Committee shall be: a) To increase awareness among Presa Canario owners of the existence of the IAPC. b) To publicize and promote to the canine fancy generally, to the general public, in communications and news media of all kinds, and on national and international computer networks, the Association, its recognized breeds, its ideals and philosophy, its objectives, and its positions on issues touching the working dog fancy. c) To communicate, make enquiries, liaise, and cooperate with other organizations, non-governmental or governmental, in the United Sates or abroad, and with public or private companies and corporations, in pursuit and furtherance of the Association's objectives as understood by the Board. d) To review all general content of the bi-annual Newsletter prior to publication. 2) The Public Relations Committee may undertake publicity and public relations initiatives directed towards the promotion of Presas Canario and other related working dog breeds; as well as the advancement, defense, and publicizing of the concept and ethos of working dogs, and the protection and defense of the interests of functional working dog breeders and kennels. 3) The Public Relations Committee may undertake lobbying and briefing activities at all levels of government, for the adoption of enlightened, sane and practical legislation dealing with dogs, kennels, and the keeping and use of working dogs, and in opposition to restrictive, repressive or otherwise ill-advised measures, at the discretion of the Board. Section 3. Office of the Breed Steward 1) The IAPC Board of Directors shall appoint a Breed Steward to an indefinite term of office, lasting until his/her resignation or until the appointment of a new Breed Steward by the Board. 2) The office of Breed Steward is intended to promote direction, stability and continuity to breeding of Presas Canario as functional animals; therefore great commitment is expected from Breed Stewards, and the Board shall not consider removal and new appointment of a Breed Steward without serious and pressing cause. 3) A Breed Steward shall have the following responsibilities and duties: a) He/she shall be responsible for giving direction to the evolution and the overall breeding program of Presas Canario registered with IAPC and for giving guidance and advice to breeders. b) He/she shall further be responsible for the inspection of candidate animals for registration with IAPC Stud Books, for the enforcement of performance proving requirements for such animals, and for the enforcement of the list of disqualifying faults in accordance with the FCI Standard #346; he may appoint deputies to assist him in the performance of his duties of inspection and enforcement of requirements. c) He/she shall at all times consider the genetic welfare of the breed. d) As a serving Officer with the Association, a Breed Steward may gather and record canine information of any kind in the interests of greater knowledge, including but not limited to physical and physiological measurements of dogs, breed population surveys and studies, veterinary medical data, nutritional and metabolic data, genetic information of any kind including DNA sequencing data, details and results of working dog events of any kind whether public or private, competitive or non-competitive, and any other kind of information pertaining to the keeping, breeding, working, training, and health of Presas Canario registered with IAPC. e) He/she shall make specific breeding recommendations and suggestions to breeders and owners, especially at the time of examination or inspection of animals. f) Decisions of a Breed Steward with respect to the inspection of animals, eligibility for registration, and breeding permission, and the enforcement of performance proving requirements shall be final. g) In all situations a Breed Steward's overriding responsibility shall be the protection, preservation and betterment of the Presa Canario; he/she shall sit on the Board as specialist advisor for the Presa Canario and stand between the Board and the Association's members as advocate for the breed and for the ultimate welfare of the individual dogs which constitute the Presa Canario breed. Section 4. Office of the Registrar The duties of the Registrar shall be to structure and order methods and standards for identification of individual dogs of IAPC record in such a way as to ensure: a) That animals with serious faults or disabilities are not identified; b) That progeny issuing from matings involving potentially harmful degrees of inbreeding are not identified except as deemed necessary and desirable, and then only by special arrangement; c) That animals are individually identified as positively, conclusively, and permanently as possible; that known principles of population genetics are considered and observed in the growth of breed populations; d) That brood stock animals are thoroughly performance proven as working dogs; and e) That immature and/or unproven animals are not used for breeding of stock eligible for identification. Article VIII SEAL, STAMP AND LOGO The Seal of the Association shall be in a form of a circle, shall bear the words "I.A.P.C.", 'International Association for the Presa Canario." The stamp will represent the official logo having such insignia as currently displayed by the official logo of the association (Copyright 2001. IAPC. All rights reserved). Only those IAPC official documents can be considered authentic which are sealed and stamped by the official seal and stamp, and signed and dated by the Chairman of the Board of Directors and one other Board member. Article IX AMENDMENTS Section 1. By the Board of Directors These By-laws may be added to, altered or amended by a two-thirds (2/3) vote of all of the Directors present at any meeting of the Board of Directors, provided, however, that two (2) weeks notice in writing of the proposed amendment shall have been given to all Directors. Article X ASSOCIATION YEAR The Association's fiscal and administrative year shall begin on January 1st of each calendar year, and end December 31st of each calendar year. Article XI DISSOLUTION The Association may be dissolved at any time by the written consent of not less then two-thirds (2/3) of the members of the Board of Directors. In the event of dissolution of the Association, whether voluntary or involuntary or by operation of law, none of the property of the association or any proceeds thereof nor any assets of the Association shall be distributed to any members of the association, but after payment of debts of the Association, its property and assets shall be given to a charitable organization selected by the Board of directors whose major purpose is to benefit dogs. Article XII INDEMNIFICATION The Association shall indemnify any person made a part to any proceeding by reason of the fact that such person is or was a director, officer or standing committee member of the Association to the full extent required or permitted by law. The Association shall indemnify to the fullest extent permitted by the law, any person made a party to any proceedings by the reason of the fact that such person is or was a director, officer, or standing committee member of the association, against all judgments, fines, penalties, mounts paid I settlement and reasonable expenses actually incurred by such person in connection with such proceedings to the same extent as if such person had been made a party to such proceedings by reason of the fact such person is or was director, officer or standing committee member of the Association. Notwithstanding any other provision hereof, the intent of these By-laws is to provide, and they shall be interpreted as providing, the fullest possible indemnification of directors, officers and standing committee members of the Association permitted by law. Copyright 2001 I.A.P.C. All rights reserved. Copyright Notice: The name (IAPC) and logo are copyright and may not appear in any advertisement without written permission from the Board of Directors. Furthermore, IAPC name and logo may not be used by anyone, including Members and/or Officers in any endorsement related to sale of individual dogs, litters of puppies or as an advertisement to kennel names unless a written permission from the Board of Directors is obtained.