AMENDED AND RESTATED CONSTITUTION AND BYLAWS OF CONNECTICUT FEDERATION OF DOG CLUBS AND RESPONSIBLE DOG OWNERS, INC.

CONSITUTION

ARTICLE I

NAME AND PURPOSE

Section 1. The name of the organization shall be the Connecticut Federation of Dog Clubs and Responsible Dog Owners, Inc. (the "Federation").

Section 2. The purposes of this organization are:

0 To promote and protect the interests ofresponsible dog owners.
0 To actively assist and participate in local, state and national legislation concerning dogs and dog owners.
0 To bring such legislation to the attention of the membership and the general public.
0 To promote responsible dog ownership.
0 To use all legal means to promote the general welfare of dogs and dog owners.
0 To disseminate information and knowledge regarding dogs.

Section 3. The Federation shall not be conducted or operated for profit, and no part of any profits or remainder or residue of dues or donations to the Federation shall inure to the benefit of any member or individual. All monies accruing to the Federation shall be devoted to the above stated objects or made as specific bequests to such charitable organizations as shall be approved by a majority of the membership at a meeting.

Section 4. The voting members of the Federation shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.


BYLAWS

ARTICLE I

MEMBERSHIP

SECTION 1. Eligibility. There shall be three types of membership open to all organizations and individuals who subscribe to the purposes of this Federation. The Federation's primary purpose is to be representative of the dog-owning public in the State of Connecticut.

Member Club: Open to all kennel clubs, specialty clubs, obedience clubs, and independent dog associations with a membership of 10 or more which is preferably domiciled in the State of Connecticut and which supports the objects of the Federation.

Associate Member: Open to all persons eighteen years of age or older who support the objects of the Federation.

Sponsor: Open to all professional, commercial, educational and non-profit organizations and/or individuals who support the objects of the Federation.

SECTION 2. Dues. Membership dues shall be:

Member Club: $50.00 per year if an all-breed club; $25.00 per year if a specialty club.

Associate Member: $15 per year.

Sponsor: $100 per year.

payable on or before the last day of January of each year. No member may vote whose dues are not paid for the current year. During the month of November the Treasurer shall send to each member a statement of his dues for the ensuing year. To reflect the needs of the Federation, membership dues may be adjusted annually by a 2/3 vote of the Board of Trustees, but are not to exceed $200.00 per year. A member may appeal to the Board of Trustees for a reduction of dues due to loss ofrevenue or other circumstances. The Board may, at its discretion and by a 2/3 vote permit a reduction of dues for the current year.

SECTION 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Trustees and which shall provide that the applicant agrees to abide by these constitution and bylaws. In the case of member clubs, the application shall state the name of the organization, the number of members, and the name, address and telephone number of its corresponding secretary and one delegate and at least one, but no more than two alternates to the Federation. The delegate and the altemate(s) will remain the recognized Federation representatives of the organization until such time as the Corresponding Secretary has been notified in writing of any change. In the case of Associate Members or Sponsors, the application shall state the name, address and telephone number of the applicant. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Corresponding Secretary and each application is to be read at the first meeting of the Federation following its receipt. Affirmative votes of three-fourths of the members present and voting at that Board meeting shall be required to elect the applicant. Upon acceptance into membership by the Board of Trustees, the applicant shall receive in writing from the Corresponding Secretary a notice of acceptance.

SECTION 4. Termination of Membership. Memberships may be terminated:

(a) by resignation. Any member in good standing may resign from the Federation upon written notice to the Corresponding Secretary, but no member may resign when in debt to the Federation. Dues obligations are considered a debt to the Federation incurred on the first day of each fiscal year.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Federation meeting whose dues are unpaid as of the date of that meeting.

(c) by expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.


ARTICLE II

MEETINGS AND VOTING

SECTION 1. Federation Annual and Regular Meetings. In addition to the Annual Meeting, at least one Regular Meeting of the Federation shall be held each year, at such place, date and hour as may be designated by the Board of Trustees. Written notice of each meeting shall be sent by the Corresponding Secretary at least 10 days prior to the meeting. The quorum for such meetings shall be 20% of the member club delegates in good standing, of whom one will be recognized in the form of the associates members' single consensus vote.

SECTION 2. Federation Special Meetings. Special Federation meetings may be called by the President or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board and shall be called by the Corresponding Secretary upon receipt of a petition, signed by 5 members of the Federation who are in good standing, one signature of which may represent the associate members' single consensus vote. Such special meetings shall be held in the State of Connecticut at such date, hour and place as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meetings shall be sent by the Corresponding Secretary at least 15 days prior to the date of the meeting, and shall state the purpose of the meeting, and no other Federation business may be transacted thereat. The quorum for such a meeting shall be 20% of the member club delegates in good standing, of whom one will be recognized in the form of the associate members' consensus vote.

SECTION 3. Board Meetings. Meetings of the Board of Trustees shall be held not less than quarterly in the State of Connecticut at such hour and place as may be designated by the President. Written notice of such meeting shall be sent by the Corresponding Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President; and shall be called by the Corresponding Secretary upon receipt of a written request signed by at least 3 members of the Board. Such special meetings shall be held in the State of Connecticut at such place, date and hour as may be designated by the person authorized herein to call such a meeting. Written notice of such meeting shall be sent by the Corresponding Secretary at least 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other Federation business may be transacted thereat. A quorum for such a meeting shall be a majority of the Board. The Board may authorize the President to conduct emergency meetings without notice; such meetings may be conducted by telephone.

SECTION 5. Voting. Each delegate of a member club in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Federation at which he is present. The alternate may vote only in the absence of the delegate. Associate members in good standing whose dues are paid for the current year are, as a group, entitled to one vote at any meeting of the Federation at which they are present. At any such meeting the associate members shall be allowed not more than 20 minutes to caucus on matters before the Federation and to designate a spokesperson to cast a single consensus vote. Sponsors shall be considered to be non-voting. Proxy voting will not be permitted at any Federation meeting or election.


ARTICLE III

TRUSTEES AND OFFICERS

SECTION 1. Board of Trustees. The Board shall be comprised of eleven (11) persons, including the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer and six (6) Trustees, all of whom shall be members in good standing. All Officers shall be elected annually for a one-year term and Trustees for a two-year term, at the Federation's Annual Meeting as provided in Article IV, and shall serve until their successors are elected. General management of the Federation's affairs shall be entrusted to the Board of Trustees.

SECTION 2. Officers. The Federation's Officers, consisting of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer, shall serve in their respective capacities both with regard to the Federation and its meetings and the Board of Trustees and its meetings.

a. The President shall preside at all meetings of the Federation and of the Board. He shall have general supervision over the affairs of the organization, subject to the control of the Board, and shall have such duties and powers incidental to office of President and such other duties as may from time to time be assigned to him by the Board.

b. The Vice President shall have the duties and exercise the powers of the President in the event of the President's death, absence or incapacity.

c. The Recording Secretary shall keep a record of all meetings of the Federation and of the Board, and of all other matters of which a record shall be ordered by the Federation. He shall have charge of all books, records and papers of the Federation and shall perform all duties incident to the office of Recording Secretary, and carry out such other duties as may be assigned to him by the Board.

d. The Corresponding Secretary shall have charge of all correspondence, notify all members of meetings, notify new members of their election to membership, notify Officers and Trustees of their election to office, and keep a roll of the members of the Federation. He shall file with the appropriate agencies all reports, statements and other documents required by law and shall keep records of same, and shall carry out such other duties as are prescribed in these .Bylaws.

e. The Treasurer shall collect and keep an account of all moneys due or belonging to the Federation, and of all funds expended by the Federation. He shall deposit all funds in such depositories as shall be approved by the Board. His books shall at all times be open to the inspection of the Board, and he shall report to the Board at every meeting on the condition of the finances of the Federation and items of receipt and payment not previously reported. At the Annual Meeting, he shall render an account of all moneys received and expended during the previous fiscal year, a copy of which report shall be sent to all member organizations within 30 days along with the minutes of the Annual Meeting. At the expiration of his term, the Treasurer shall turn over to his successor in office all books, moneys, vouchers, invoices and other properties in his possession.

SECTION 3. Vacancies. Any vacancies occurring on the Board of Trustees during the current year shall be filled for the unexpired term of office by a majority vote of all the then members of the Board at its first regular meeting following the creation of such a vacancy, or at a special Board meeting called for that purpose, except that a vacancy in the office of President shall be filled automatically by the Vice President. Any Officer or Trustee absent without cause for more than two Board meetings in succession may, upon review of his reasons for absence by the Board, be replaced by the Board.


ARTICLE IV

 FEDERATION YEAR, ANNUAL MEETING, ELECTIONS

SECTION 1. Federation Year. The Federation's fiscal year shall begin immediately on the first day of January and end on the 31st day of December. The Federation's official year shall begin immediately at the conclusion of the election at the Annual Meeting and shall continue through the election of the next Annual Meeting.

SECTION 2. Annual Meeting. The Annual Meeting shall be held during the month of December at which Officers and Trustees for the ensuing year shall be elected by secret, written ballot from among those nominated by the Nominating Committee in accordance with Section 4 of this Article. The elected Officers and Trustees shall take office immediately upon election. Each retiring Officer shall turn over to his successor in office all properties and records relating to that office within 20 days after the election. Notification of the Annual Meeting shall be sent by the Corresponding Secretary on or before November 20th.


SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected, and the candidates receiving the largest number of votes for each of the other positions on the Board of Trustees shall also be declared elected. In each instance one vote may represent the associate members' single consensus vote. If any nominee, at the time of the meeting, is unable to serve for just reason, such nominee shall not be declared elected and the vacancy so created shall be filled by the new Board. In case of a tie vote for any position, the Delegates to the meeting at the time of election shall decide by ballot which of the several candidates will be elected.

SECTION 4. Nominations and Ballots. No person may be a candidate in a Federation election who has not been nominated in accordance with these Bylaws. Prior to September 1st, a Nominating Committee shall be chosen by the Board of Trustees. This Committee shall consist of three members and two alternates, and not more than one shall be a member of the Board. The Corresponding Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a chairman for the Committee and it shall be his duty to call a meeting during the month of September. The Committee may conduct its business by telephone, electronic mail or U.S. Postal Service mail.

a. The Nominating Committee shall nominate one candidate for each office and for each other position on the Board, and shall procure the acceptance of each nominee so chosen. The Committee shall then submit its slate of candidates to the Corresponding Secretary no later than October 1st. The Corresponding Secretary shall, on or before October 15th  notify each member of the candidates so nominated.

b. Prior to November 1st, additional nominations may be made by written petition to the Corresponding Secretary. Such petition must be signed by a minimum of five members in good standing, one of whom may represent the associate members' single consensus vote, and must be accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one position, and the additional nominations which are provided for herein may be made from among only those members who have not accepted a nomination of the Nominating Committee.

c. If one or more valid additional nominees are received by petition, the Corresponding Secretary shall, on or before November 20th  notify the membership in writing of those additional nominations. This notification shall be mailed along with the notification of the Annual Meeting.

d. Nominations cannot be made at the Annual Meeting or in any manner other than as provided for in this section.


ARTICLE V

COMMITTEES

SECTION 1. Standing Committees. Each year, the Board of Trustees may appoint standing committees to advance the work of the Federation. Such 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.

Any committee appointment may be terminated by a maJ onty vote of the membership of the Board, upon written notice to the appointee, and the Board may appoint successors to those persons whose service has been terminated.

Committee appointments shall be considered terminated at the conclusion of the Federation year unless reappointment is made by the new Board.

SECTION 2. Auditing Committee. The Auditing Committee shall consist of three members appointed by the President and approved by the Board of Trustees. This Committee shall audit the records of the Treasurer during the last month of the Fiscal Year and report its findings to the Federation at the Annual Meeting.


ARTICLE VI

DISCIPLINE

SECTION 1. Charges. Any member shall have the right to prefer charges against another member for alleged misconduct prejudicial to the best interests of the Federation. Written charges with specifications must be filed in duplicate with the Co1Tesponding Secretary of the Federation, together with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Corresponding Secretary shall promptly send one copy of the charges to each member of the Board or present them at the next Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Federation. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Federation it may refuse to entertain jurisdiction. It the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he so desires.

SECTION 2. Board of Trustees Hearings. The Board of Trustees shall have complete authority to decide whether counsel may attend any hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may, by a majority vote of those Board members present, suspend the member from all privileges of the Federation for not more than six months from the date of the hearing. If the Board deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to have its representative appear

before his fellow members at the ensuing Federation Meeting which considers the Board's recommendation. Immediately after the Board has reached a decision, its findings shall be put into written form and filed with the Corresponding Secretary. The Corresponding Secretary, in tum, shall then immediately notify in writing each of the parties of the Board's decision and penalty, if any.

SECTION 3. Expulsion. Expulsion of a member from the Federation may be accomplished only at a meeting of the Federation following a Board of Trustees hearing and upon the Board's recommendation as provided in Section 2 of this Article. Such proceedings may occur at a regular or special meeting of the Federation to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, although no evidence shall be taken at this meeting. The President shall read the charges and the Board's findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The meeting shall then vote by secret, written ballot on the proposed expulsion. A two-thirds vote of those present at the meeting, with the associate members' present represented by a single consensus vote, shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.


ARTICLE VII

AMENDMENTS

SECTION 1. Amend ments. Amendments to the Constitution and Bylaws may be proposed by the Board of Trustees or by written petition to the Corresponding Secretary, signed by 20% of the members in good standing, with the associate membership represented by a single consensus vote. Amendments proposed by such a petition shall be promptly considered by the Board, and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. Adoption. The Constitution and Bylaws may be amended by a two-thirds vote of the members present and voting, including the single consensus vote cast by the associate members, at any Regular or Special Meeting called for that purpose, provided that the proposed amendment has been included in the notice of the meeting and sent by U.S. Postal Service mail or electronic mail to each member at least 30 days prior to the date of the meeting.


ARTICLE VIII

DISSOLUTION

SECTION 1. Dissolution. The Federation may be dissolved at any time by the written consent of not less than two-thirds of the members. In the event of the dissolution of the Federation, whether voluntary or involuntary or by operation of law, none of the property of the Federation or any proceeds thereof or any assets of the Federation shall be distributed to any members of the Federation, but after payment of the debts of the Federation, its property and assets shall be given to a charitable organization or organizations for the benefit of dogs located within the State of Connecticut. This organization(s) shall be selected by the Board of Trustees. All State and Federal codes pertinent to such dissolution shall apply.


ARTICLE IX

ORDER OF BUSINESS

SECTION 1. Federation Meetings. At meetings of the Federation, the order of business, so far as the character and nature of the meeting may permit, shall be as follows: Roll Call, Minutes of the Last Meeting, Report of President, Report of Secretaries, Report of Treasurer, Reports of Committees, Unfinished Business, New Business, Election of Officers and Trustees (at Annual Meeting), Adjournment.

SECTION 2. Board of Trustees Meetings. At meetings of the Board of Trustees, the order of business, unless otherwise directed by majority vote of those present, shall be as follows: Minutes of Last Meeting, Report of President, Reports of Secretaries, Report of Treasurer, Reports of Committees, Unfinished Business, Election of new members, ·New Business, Adjournment.

SECTION 3. Parliamentary Procedures. "Robert's Rules of Order - Revised" shall be the parliamentary authority in all matters, except where otherwise specified by any provision of this Constitution and Bylaws and amendments thereto.