ARTICLE I

Name and Objects

Section 1. The name of the Club shall be THE KERRY BLUE TERRIER CLUB OF CANADA, hereinafter referred to as the "KBTCC" or the "Club".

Section 2. The area of operation of the Club shall be the country of Canada. This area of operation does not limit the KBTCC from accepting membership from outside its area of operation.

Section 3. The objectives of the KBTCC shall be:

a) to encourage and promote quality in the breeding of purebred Kerry Blue Terriers;

b) to assist the pet owner in bringing out the best in each Kerry Blue Terrier;

c) to urge members and breeders to accept the standard of the breed as approved by the Canadian Kennel Club, hereinafter referred to as the "CKC", as the only standard of excellence by which Kerry Blue Terriers shall be judged;

d) to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at all events where Kerry Blue Terriers compete; and,

e) to conduct within the Club's area of operation, under CKC rules, sanctioned and approved events recognized by the CKC.

Section 4. To support these aims the KBTCC shall publish a newsletter, known as the "Blue Notes", a minimum of two (2) times a year, to circulate pertinent information.

Section 5. The KBTCC shall be conducted and operate with the intent of not for profit and no part of any profits or donations to the Club shall inure to the benefit of any Club member or individual, except that the Club will be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its objectives as set forth above.

Section 6. The KBTCC shall not participate in or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public or private office; except that nothing in the By-laws shall prohibit any political activities undertaken by any KBTCC member.

ARTICLE II

Membership

Section 1. The membership year of the KBTCC shall be from the First (1st) of January to the Thirty-first (31st) of December.

Section 2. Membership shall be open to all individuals interested in furthering the objectives of the Club and shall consist of anyone whose application for admission as a member has received approval.

Section 3. The privileges of the Club as they apply to all members shall mean:

a) the use of publications of the Club;

b) the right to subscribe to a private Internet discussion list;

c) the right to be listed in the Directory of Breeders; and

d) all those privileges accorded members of the Club as set forth in these By-laws.

Section 4. There shall be Six (6) types of membership in the Club, which are described as follows:

a) RESIDENT Membership with all the rights, privileges, and responsibilities shall be open to all individuals of Canada who have attained the age of eighteen (18) years, with power under law to contract.

b) NON-RESIDENT Membership is open to all individuals who have attained the age of eighteen (18) years. Non-Resident Members shall enjoy all the rights, privileges, and responsibilities of the KBTCC except the right to nominate, hold office and vote for Regional Directors.

c) RESIDENT LIFE Membership shall be accorded automatically to any member in good standing after they have achieved a total of twenty (20) years of continuous membership in the Club. Life Members shall be entitled to all the rights, privileges, and responsibilities of the KBTCC and shall in addition be exempt from payment of membership dues.

d) NON-RESIDENT LIFE Membership shall be accorded automatically to any Non-Resident member in good standing after they have achieved a total of twenty (20) years of continuous membership in the Club. Non-Resident Life Members shall be entitled to all the rights, privileges, and responsibilities of the KBTCC except the right to nominate, hold office and vote for Regional Directors, and shall in addition be exempt from payment of membership dues.

e) JUNIOR Membership is open to all individuals who have attained the age of ten (10) years but not the age of eighteen (18) years. Junior Members shall enjoy all the privileges of the KBTCC except the right to nominate, vote, and hold office and shall not count in the determination of a quorum. After the individual's eighteenth (18th) birthday, Junior Members may apply for Resident or Non-resident Membership.

f) HONORARY Membership may be bestowed on members or non-members of the Club in recognition of special or outstanding service for the Club, or the community and is granted as a non-voting, non-office-holding position. An Honorary Member may be nominated by any member in good standing and elected by a majority vote of the membership.

Section 5. Membership dues shall be established from time to time by the Board of Directors, hereinafter referred to as the "Board", by a two-thirds (2/3) vote, and advised to the members prior to the ensuing membership year. Dues for members not residing in Canada shall be subject to a surcharge to offset the increased postage for KBTCC mailings. Dues shall be payable on or before January One (1) of each year; except that new members elected after October One (1) shall be deemed to be members for the following year. Any member whose dues are not paid by March First (1st) shall be considered delinquent and shall be deprived of all privileges, including the right to vote. Any KBTCC member, whose dues are unpaid as of March Thirty-First (31st) shall automatically be terminated as a Club member and must reapply for KBTCC membership.

Section 6. Application for membership shall be on a form as designated by the Board, which form shall provide that the applicant agrees to the KBTCC's conditions of membership. This form shall be completed in its entirety, signed by the applicant(s), and a current member in good standing as sponsor, and forwarded with the prescribed dues to the Club for consideration under the process outlined in Section 8 of this Article.

Section 7. Any privileges accorded to an applicant for membership, pending consideration of the application, shall not obligate the Board to approve the application, and the Board will revoke any privileges so accorded in the event that the application is not subsequently approved.

Section 8. The names of the proposed members will be published in the "Blue Notes" to give the membership the opportunity to review applicants and comment in support of, or opposition to, said applicant's membership. Thirty (30) days after publication, applicants may be elected at any meeting of the Board. Affirmative votes of two-thirds (2/3) of the Board shall be required to elect an applicant. Any individual rejected for membership by the Club will be provided with a written explanation.

Section 9. Membership may be terminated:

a) by resignation. Any member in good standing may resign from the KBTCC upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligation are considered to be a debt to the KBTCC, and they become incurred on the first day of each official membership year; or,

b) by lapsing. A membership shall be considered as lapsed and automatically terminated if such members dues remain unpaid as of March Thirty-First (31st); or,

c) by expulsion. A member may be terminated by expulsion as provided in Article VIII Section 4 of these By-laws; or,

d) by CKC termination. Termination may occur as a result of termination of CKC membership as imposed by the CKC's Discipline Committee.

Section 10. Any member who shall cease to be a member of the Club, either by resignation or otherwise, shall have no claim upon or be entitled to participate in any effects or property belonging to the Club nor to have any part of their membership dues for the current year returned.

Section 11. Each Resident, Non-resident, Life or Non-resident Life member present in person at any General, Annual or Special meeting shall be legally entitled to one vote, unless delinquent in dues as per Article II Section 5 of these By-laws or under disciplinary suspension as per Article VIII Section 1 or 3 of these By-laws; except that the election of the Board, Amendments, and Dissolution shall be decided by written ballot cast by mail as per Article VI Section 6, Article IX Section 2, and Article X Section 1 of these By-laws.

Meetings

Section 1. General meetings of the Club may be convened by order of the President or by the Board to be held at any date and time and at any place as may be determined, provided that notice of a General meeting be mailed or otherwise communicated to each member at least twenty-one (21) days prior to the meeting.

Section 2. The Annual meeting of the KBTCC shall be held at such location, on such day in each year and at such time as the Board may determine, but preferably in conjunction with the National Specialty. At the Annual meeting there shall be presented reports of Officers and Committees, a financial statement of the Club, the auditor's report and such other information or reports relating to the Club's affairs as the Board may determine.

Section 3. The members shall, at each Annual meeting, appoint two (2) members as auditors to audit the accounts of the KBTCC and present a written report for publication to the members at the next Annual meeting. The auditors shall hold office until the next Annual meeting provided that the Board may fill any casual vacancy in the office of the auditor.

Section 4. Special General meetings shall be called by the Board on written request of not less than five percent (5%) of the members of the Club. Notice of a Special General meeting shall be mailed by the Secretary to each member at least twenty-one (21) days prior to the meeting and shall contain sufficient information to permit the member to form a reasoned decision.

Section 5. No error or omission in giving notice of any Annual, General or Special meeting or any adjourned meeting of the members of the Club shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken thereat. For purpose of any meeting or otherwise, the address of the member shall be his last address recorded on the books of the Club.

Section 6. A quorum for General, Special, and Annual meetings shall consist of nine (9) members present in person, including at least three (3) members of the Board, and no meeting shall be considered legal unless there is a quorum.

Section 7. Meetings of the Board may be convened by the President or any two (2) Officers of the Club at any time and place a minimum of four (4) times a year, provided that notice of any meeting of the Board shall be mailed or otherwise communicated to each Director not less than twenty-one (21) days if mailed and not less than two (2) days if otherwise communicated before the meeting is to take place. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any member of the Board may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

Section 8. A quorum for Board meetings shall consist of five (5) members of the Board present in person, or as described in Section 9 of this Article.

Section 9. Board meetings may be conducted by mail, e-mail or Internet communication through the Secretary, or by facsimile or telephone conference calls and an Officer or Regional Director participating in such a meeting by such means is deemed to be present at the meeting.

Section 10. At all meetings of the Club, every decision shall be determined by a majority vote of members present in person unless otherwise specifically provided by these By-laws, with the method of voting determined at the onset of a meeting.

Section 11. Any member of the Club shall have the right to attend any regular meeting of the Board.

Section 12. Upon approval, minutes of all meetings shall be distributed with the "Blue Notes" and posted to the KBTCC web site.

ARTICLE IV

Board of Directors

Section 1. The Board of Directors, shall be comprised of the Officers of the Club (President, First Vice-President, Second Vice-President, Secretary and Treasurer) plus six (6) Regional Directors representing five (5) regions across Canada; the five (5) regions being: British Columbia, the Prairie Provinces (Alberta, Saskatchewan, Manitoba), Ontario, Quebec, and the Atlantic Provinces.

Section 2. The Regional Directors of the Club must reside in and are nominated and elected by the members residing in each respective region as defined in Section 1 of this Article.

Section 3. The KBTCC shall elect one (1) Regional Director from British Columbia, the Prairie Provinces (Alberta, Saskatchewan, Manitoba), Quebec and the Atlantic Provinces and two (2) Regional Directors from Ontario.

Section 4. The Board shall serve as such without remuneration and no Officer or Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.

Section 5. The affairs of the KBTCC shall be managed by the Board, who may exercise all such powers and do all such acts and things as may be exercised or done by the Club and are not by the By-laws expressly reserved for the membership.

Section 6. The Board shall perform the duties prescribed by these By-laws and by the parliamentary authority adopted by the Club.

Section 7. The KBTCC shall remove from its Board any individual who is deprived, suspended, debarred, expelled, or whose membership has been terminated by the CKC's Discipline Committee, or if any similar action has been taken by any other recognized registering body.

Section 8. Any vacancies occurring on the Board during the term of office shall be filled for the remainder of the term by a member appointed by a majority vote of all the then remaining Board members; except that a vacancy in the office of President shall be filled automatically by the First Vice-President, with the resulting vacancy filled by the Second Vice-President.

Section 9. Each person who shall serve as a KBTCC Officer or Director shall be indemnified by the KBTCC against all costs and expenses incurred by, or imposed upon, such Officer or Director in connection with or resulting from any action, suit, or proceeding to which the Officer or Director is, or may be made, a party by reason of such Officer or Director being or having been an Officer or Director of the KBTCC. Notwithstanding the forgoing, however, the indemnification shall not apply where the Officer or Director shall be finally adjuted to be liable by reason of having been negligent or guilty of misconduct or otherwise derelict in the performance of his duties. The rights of indemnification herein provided shall not be exclusive of other rights to which such person may be entitled as a matter of law.

Section 10. The Board may accept on behalf of the Club any contribution, donation, gift, bequest or devise for any general or special purposes of the Club. The acceptance shall be reported to the members in writing.

Section 11. The Officer's duties shall include, but may not be limited to:

a) the President shall have the duties and powers normally appurtenant to the office of President in addition to those responsibilities specified in these By-laws, and shall be ex officio a member of all committees. In all matters affecting the Club, the President shall be deemed to be an agent of the Club acting under authority and at the express intention and direction of the Board, and shall sign all contracts, documents or instruments in writing as require his signature.

b) the Vice-Presidents, in their order, shall in the absence, or incapacity of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as shall from time to time be imposed upon them by the Board.

c) the Secretary shall keep a record of all meetings of the Club and the Board and shall be the custodian of its records and property, except those specifically assigned to others. He shall give or cause to be given notice of all meetings of the members and the Board, notice of new members election to membership, and notice to Officers, Directors, and Committees of their election or appointment. He shall conduct the general correspondence of the Club under the supervision of the President. He shall keep a roll of the members of the Club with their addresses, telephone and facsimile numbers and e-mail addresses, and carry out such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Club.

d) the Treasurer shall have the custody of the funds of the Club and shall keep full and accurate records of all assets, liabilities and disbursements of the Club. He shall disburse the funds of the Club as may be directed by proper authority taking proper vouchers for such disbursements, and shall report at every meeting an accounting of all the transactions not previously reported and a statement of the financial position of the Club. He shall also perform such other duties as may be from time to time directed by the Board.

Section 12. The same person may, at the discretion of the Board, hold the offices of Secretary and Treasurer for the ensuing term of office; provided that this combination of offices be made only if there are not separate candidates for each position.

Section 13. The Regional Directors shall submit a minimum of one (1) article for the "Blue Notes" annually, be responsible for any Specialty and Booster authorized by the KBTCC for their region and approved by the CKC or an all-breed club, as required, and be a liaison for the Club's members, old and new, in their region.

ARTICLE V

Finances

Section 1. The fiscal year end of the KBTCC shall be December Thirty-first (31st).

Section 2. The Club shall deposit all monies due or belonging to the Club in a separate and independent account in the name of the Club in any appropriate financial institution approved by the Board, which funds may only be paid out by cheques jointly signed by any two of the following officers: Treasurer, President and Secretary.

ARTICLE VI

Club Year, Voting, Nominations, Elections

Section 1. The Club year shall be from adjournment to adjournment of the Annual meeting.

Section 2. The Board's term of office shall be for two (2) years from the adjournment of the Annual meeting at which they were elected and until their successors have been duly elected or appointed. A member of the Board whose term of office has expired shall be eligible for re-election.

Section 3.

a) Each OFFICER (President, First Vice-President, Second Vice-President, Secretary and Treasurer) shall be elected on the vote of Resident, Resident Life, Non-Resident, and Non-Resident Life members of record as of the date the membership roster is created in the election year. Voting by proxy shall not be permitted.

b) Each REGIONAL Director shall be elected on the vote of Resident and Resident Life members of record residing in each respective region as of the date the membership roster is created in the election year. Voting by proxy shall not be permitted.

Section 4. On or before April Fifteen (15) in each election year nomination forms as approved by the Board shall be mailed to all Resident and Resident Life members of record. The Chairman of the Tellers, who is appointed by the Board, must receive these forms on or before the deadline. The Chairman of the Tellers shall procure the acceptance in writing of each nominee.

Section 5. All nominees for Officers and Regional Directors shall be Resident or Resident-Life members of the KBTCC and CKC regular members in good standing.

Section 6. The Chairman of the Tellers shall prepare official ballots, a non-identifying envelope marked "Ballot", and mail them with a self-addressed return envelope to each member entitled to vote. The ballots are to be unsigned and sealed in the non-identifying envelope. This envelope is then to be placed in the return envelope with the member's name and address on the face of the return envelope for verification of eligibility to vote. The ballots must be returned by June Twenty (20) to be valid; provided that a minimum of twenty-one (21) days return period for ballots is maintained.

Section 7. For all Officer and Regional Director positions a plurality vote shall elect.

ARTICLE VII

Committees

Section 1. The Board shall appoint such Committees as it shall deem necessary from time to time and such person(s) shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of appointment.

Section 2. Each Committee so appointed shall make reports to the membership on an annual basis, with written reports to the KBTCC Board when requested by the Board.

Section 3. Committee members shall serve as such without remuneration; provided that committee members may be paid reasonable expenses incurred by them in the performance of their duties.

Section 4. Any Committee appointment may be terminated only by a majority vote of the Board whereupon written notice shall be sent to the terminated appointee; and the Board may appoint a successor(s) to such member whose appointment has been terminated.

ARTICLE VIII

Discipline

Section 1. Any member of the club who is suspended, debarred, deprived, expelled, or whose membership has been terminated by the CKC Discipline committee, shall be suspended from the privileges of the Club for a like period.

Section 2. Any member may prefer charges against a Club member for alleged misconduct prejudicial to the best interests of the KBTCC or the Kerry Blue Terrier breed. Written charges with specifications shall be filed in duplicate with the Secretary with a deposit of Fifty dollars ($50.00), which deposit shall be forfeited if the Board, following a hearing, does not sustain such charges.

The Secretary shall promptly send a copy of the charges to each Board member 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 KBTCC or the Kerry Blue Terrier breed. If the Board considers that the charges do not allege conduct that would be prejudicial to the best interests of the KBTCC or the Kerry Blue Terrier breed, it may refuse to entertain jurisdiction and the deposit shall be returned to the preferring member. If the Board entertains jurisdiction of the charges, it shall fix a hearing date, time, and location to be heard by the Board not less than three (3) weeks, or more than six (6) weeks, thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing date, time, and location and an assurance that the defendant may appear in his own defence and bring witnesses if the defendant wishes.

Section 3. The Board shall have complete authority to decide whether counsel may attend the 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 the complainant and defendant, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the KBTCC for a period up to one (1) year from the date of the hearing, or until the next Annual meeting that occurs after the time that the suspension is issued. If the Board deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such a case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing KBTCC Annual meeting which considers the expulsion recommendation of the Board. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 4. Expulsion of a member from the KBTCC may be accomplished only at the Annual meeting of the KBTCC following a hearing and upon the recommendation of the Board as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his own behalf although no evidence shall be presented at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his behalf. The members shall then vote by secret ballot on the proposed expulsion. If expulsion is not o voted, the maximum one-year suspension shall stand.

Section 5. The Board of Directors shall not be liable for the decisions rendered, put into effect, or published as provided for in these By-laws, nor any action or related costs incurred pertaining to same.

ARTICLE IX

Amendments

Section 1. Amendments to the Constitution and By-laws or to the Standard for the Breed may be proposed by the Board or by written petition to the Secretary signed by a Resident, Non-Resident, Life or Non-Resident Life Member.

Section 2. Amendments so proposed shall be mailed to each eligible member accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The ballot must be returned to the Secretary, or designee. The favourable vote of two-thirds (2/3) of the Resident, Non-Resident, Life and Non-Resident Life Members shall be required to effect any such amendment.

Section 3. No amendment to the Constitution and By-laws or to the Standard for the Breed that is adopted by the KBTCC shall be enforced or acted upon until it has been approved by the CKC.

Section 4. When the Constitution and By-laws is amended and approved it shall be the responsibility of the Secretary to send a copy to all members.

ARTICLE X

Dissolution

Section 1. The Club may be dissolved at any time by providing to the CKC written documentation signed by not less than two-thirds (2/3) of the Resident, Non-Resident, Life and Non-Resident Life Members of the KBTCC who are in favour of this decision; proxy voting is not permitted. In the event of dissolution of the Club, other than for the purposes of reorganization, 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. After payment of the debts of the Club, its remaining property and assets shall be given to one or more charitable organization(s) selected by the Board for the benefit of dogs; provided that any recipient organization qualifies as an exempt organization within the meaning of the Income Tax Act.

Section 2. All Challenge Trophies shall be returned to their original donators when possible and all Perpetual Trophies shall be donated to other Canadian KERRY BLUE TERRIER Clubs, or Canadian GROUP FOUR Clubs to be offered at their shows.

ARTICLE XI

Order of Business

Section 1. At Annual and General meetings of the KBTCC, the order of business so far as the character and nature of the meeting may permit, shall be as follows:

Call to Order

Reading and Approval of Minutes

Reports of Officers

Reports of Committees

Special Orders

Unfinished Business

New Business

Adjournment

Section 2. At meetings of the Board of Directors the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

Call to Order

Reading and Approval of Minutes

Unfinished Business

New Business

Adjournment

ARTICLE XII

Parliamentary Authority

Robert's Rules of Order, Newly Revised shall govern the proceedings of the KBTCC except in such cases as are covered by these By-laws and Special rules adopted by the KBTCC.