ARTICLE I: NAME, PROFIT STATUS

Section 1: The name of this Association shall be the North American Working Bouvier Association.

Section 2: The proper abbreviation of this name shall be "NAWBA."

Section 3: The North American Working Bouvier Association is a non-profit organization, and shall be conducted as such in every respect.

Section 4: With the exception of the Editor of the Association's official publications, no member may derive any income from the Association. Expenses incurred by members in the course of official duties of the Association may be reimbursed by the Treasurer, with the approval of the Board; except that the President may approve appropriate expenditures and reimbursements of less than $50.

ARTICLE II: OBJECTIVES

The objective of the Association shall be to preserve, promote and advance the Bouvier des Flandres as a protective heritage working breed, that is a dog intended for police and military service as well as personal protection service in the civilian population and cattle herding.

Specifically the Association shall:

1. Establish and provide programs to verify the moral and physical attributes suiting the dog to his work, especially as a means of establishing the suitability of individual dogs for breeding purposes.
2. Conduct working trials testing the protective, obedience, search and cattle herding capabilities of individual dogs as means of providing sport competition and demonstrating the working characteristics of the individual dogs.
3. Conduct conformation exhibitions where Bouviers des Flandres of proven working character can be evaluated for correct breed type, meaning the physical structure conducive to the quickness, agility and power of attack which is the breed heritage as a working dog.
4. Establish publications to advance the objectives of the Association.

ARTICLE I: MEMBERSHIP AND DUES

Section 1: There shall be three types of membership in the Association:

a). Individual Membership, open to all those interested in the promotion of the working Bouvier.

b). Family Membership, open to two members residing at the same address, both interested in the promotion of the working Bouvier.

c). Honorary Membership, open to those individuals nominated by the Board and approved by the general membership at an annual meeting. Such membership shall be a mark of signal honor, and will not be given lightly for temporary advantage.

Section 2: Each type of membership shall enable the holder to vote in all Association elections, to hold office in the Association, and to receive the official publication.

Section 3: Dues for each type of membership, except for Honorary Membership, shall be set periodically by the Board. Term of membership shall be one year, and shall lapse if dues are unpaid three months after the first dues notice mailed by the Secretary of the Association or other person designated by the Board. Honorary Membership shall carry a lifetime term, and shall not require payment of dues.

Section 4: The Secretary or his or her representative shall send notices of dues to all members by November 1 of each year; all dues unpaid by January 15 shall be in arrears.

Section 5: Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by this constitution and By-Laws, and by the Association Code of Ethics. Dues payment for the current year shall accompany the application. All applications for membership shall be published in the Secretary's Pages. The names of new members shall be published after the Board has elected them to membership.

ARTICLE II: MEETINGS AND VOTING

Section 1: The annual General Meeting of the Association shall be held in conjunction with an Annual Working Trial whenever possible. The time and location of the General Meeting shall be set by the Board of Directors, preferably between September 15 and November 15. Written notice of the meeting shall be mailed by the Secretary to all members of the club at least thirty (30) days prior to the meeting, along with a complete agenda of business to be conducted.

Section 2: A quorum shall consist of twenty (20) members or 10% of the total membership, whichever is less, for any General Meeting. Unless otherwise expressly provided for within these By-Laws, all matters shall be determined by a simple majority of members present and voting. Individual members in good standing and honorary members shall each be entitled to a single vote; each members of a Family membership in good standing shall likewise have a single vote. Here as elsewhere, unless specifically contradicted by the By-Laws, Robert's Rules of Order shall be the parliamentary authority.

Section 3: Meetings of the Board of Directors shall be held at least four (4) times per year, either in person or by telephone conference. Dates and times of such meetings shall be set at the previous Board Meeting and sent in writing to all members of the Board at least seven (7) days before the meeting. A simple majority vote of the Board shall decide all issues not specifically requiring a larger majority; the President shall have a vote in all business before the Board.

ARTICLE III: DIRECTORS AND OFFICERS.

Section 1: The Officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer.

Section 2: The Board of Directors of the Association shall consist of the Officers of the Association; the Editor of the official publication (ex officio and advisory; non-voting); and three Directors. The Immediate Past President of the Association shall serve as a voting member of the Board for one full term (2 years) after leaving office. General management of the Association's affairs, including all activities and finances, shall be entrusted to the Board of Directors. The Board shall be responsible to the General Membership for the stewardship of Association funds, and for the diligent pursuit of the Association's objectives.

Section 3: DIRECTORS shall serve a two year term. It is expected that all Directors, in addition to service on the Board, shall have significant committee responsibilities.

Section 4: The PRESIDENT shall preside at all meetings of the association and of the Board, and shall have the duties and powers normally granted to the office of President in addition to those specified by these By-Laws. He or she shall be responsible to submit an annual operating budget for the Association each year no later than January 10. The President shall be elected for a term of two years, and shall have been a member of the Association for at least two years at the time of the election, and a member of the Board for at least one year.

Section 5: the VICE-PRESIDENT shall have the powers and duties of the President in the event of the President's absence or incapacity, and shall assume the office of president in case of the President's removal, resignation, death or inability to serve. The Board will determine when, and if the President is unable to serve. The Vice-President shall be elected for a term of two years, and shall have been a member of the Association in good standing for at least one year at the time of the election.

Section 6: The SECRETARY shall keep a record of all meetings of the Association and the Board of Directors. The minutes of these meetings shall be mailed to he Board within fifteen days. In addition, a record of all votes taken by mail and of all matters of which a record shall be ordered by the association shall be kept. The Secretary shall have charge of the correspondence of the Association, notify members of the meetings, notify Officers and Directors of their election to office, maintain a roll of the names, addresses, and, if possible, telephone numbers of all members of the Association and make such roll available to all members. In addition, the Secretary shall have such additional duties as are prescribed by these By-Laws, or shall be prescribed by the Association or the Board. By consent or direction of the Board, the Secretary may delegate such functions as seem appropriate. The Secretary shall be elected for a term of two years, and shall have been a member of the Association in good standing for at least one year at the time of the election.

Section 7: The TREASURER shall be responsible for collecting, accounting for and handling all funds of the Association. He or she shall insure that all funds are deposited in such bank or other depository as the Board of Directors shall designate, and shall see that disbursements are made as proper and necessary to meet the just and due obligations of NAWBA. He or she shall be bonded, and the cost of such bonding shall be borne by the Association. The Treasurer shall maintain adequate and detailed accounts of the Association's finances, and shall make current reports of such accounts, including all previously unreported transactions, at all Board meetings and at the General Meeting. The Books of the Association shall be open to any Board member at any Board meeting; to any member of the Association at any General Meeting; and otherwise as requested by the President. He or she shall advise the Secretary in a timely fashion of the dues status of any member of NAWBA. The accounts of the Association shall be audited each year in October by a person or persons appointed by the Board, and such audit shall be reported to the General Meeting. The Treasurer shall be elected for a term of two years. Nominees for the office of Treasurer must have been members of the Association for at least one year at the time of the election.

Section 8: Any vacancies occurring on the Board during the year shall be filled for the unexpired term of office by a majority vote of all the current members of the Board. Should the office of President be vacated, however, the Vice-President shall automatically become President, and a new Vice-President shall be appointed by the Board.

ARTICLE IV: ASSOCIATION YEAR, NOMINATIONS, AND ELECTIONS.

Section 1: The Association's official year shall begin on the first day of January and end on the 31st of December. The elected Officers and Directors shall take office on the fist day of January. Each retiring officer shall turn over to his or her successor all properties and records relating to that office within 30 days after the official year begins.

Section 2: Nominations and Elections.

a) Candidates for Association Officers and Directors shall be elected by the General Membership on a mail ballot. A Nominating Committee shall nominate from among the eligible members of the Association one candidate for each Office and three candidates for Director, and shall procure the acceptance of each nominee so chosen. Such Nominations shall be presented to the current Board in September, and the Secretary shall notify the General Membership not later than October 1.

(b) Additional nominations of eligible members may be made by written petition to the Secretary. The Secretary must receive such petitions not later than November 1, even if it is not a mail delivery day. The petitions must be signed by ten members in good standing of the Association, and be accompanied by the written acceptance of each candidate signifying his willingness to be a candidate. All such nominations are public information, and the Secretary shall divulge any nominations so received at any point to any member of the Association who inquires. No person may be a candidate for more than one position.

(c) If no valid additional nominations are received by the Secretary in a timely fashion, the Nominating Committee's slate shall be declared elected on December 1 and no balloting will be required.

(d) If one or more valid additional nominations are received by the Secretary on or before November 1, he shall, on or before November 15, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states or provinces in which they reside, and biographical information provided by the candidates, not to exceed 150 words for each candidate. Ballots must be returned to the person designated by the Board as the Inspector of Elections within 30 days of the date postmarked by the Secretary; Ballots shall be tallied as the Board shall direct. In election of Officers, the candidate receiving the most votes for each office shall be declared elected. In election of Directors, the three candidates receiving the most votes shall be declared elected. The Secretary shall notify the membership of election results not later than December 31.

(e) Nominations cannot be made at the Annual Meeting or in any other manner than as provided above; no one may be elected who has not been duly nominated.

ARTICLE V: EDITOR OF THE OFFICIAL PUBLICATION

Section 1: The Association shall publish, on a regular basis, an official magazine which shall serve to inform the general membership of business before the Association, and to make available articles of interest to the Association. In addition to those items specifically cited for publication in these By-Laws, the Board and the Editor shall establish what shall appear in the magazine on a regular or other basis.

Section 2: The Editor of the official publication shall be responsible, under the direction of the Board, for the official publication of the Association. He or she shall set general editorial and advertising policies and arrange for the printing and distribution of the magazine. The Editor shall also serve as an ex officio, advisory member of the Board, with a voice but no vote in all Association business.

Section 3: The Editor of the official publication shall be appointed by the Board of Directors to serve at their pleasure.

ARTICLE VI: COMMITTEES

Section 1: Each year at its first meeting the Board shall appoint chair people and standing committees as required by these By-Laws, and shall create and staff such other standing and Ad Hoc committees as seem necessary to further the objectives of NAWBA. Ad Hoc Committees shall serve at the pleasure of the Board, and may be dismissed or re-staffed as seems desirable to the Board. Standing Committees shall ordinarily serve for the entire Club year, but Members or Chairs may be replaced for good cause, including resignation or persistent failure to perform their duties or to report to the Board.

Section 2: The following Standing Committees shall be appointed each year by the Board:

a.) ANNUAL WORKING TRIAL COMMITTEE; This committee shall have responsibility for organizing the annual Working Trial, and shall recommend to the Board the rules which shall govern the areas of competition required or allowed for by theses By-Laws. This Committee shall also be responsible for recommending judges for each competition, keeping in mind that the Association must have not only judges who are competent and fair, but who present an undeniable appearance of competence and fairness.

While the Working Trial Committee has primary responsibility for planning and running the Trial, the Board has ultimate authority over every aspect of competition.

b.) NOMINATING COMMITTEE: This committee shall be responsible to nominate candidates for all offices due to be filled by election. The Committee shall consist of three members from different areas of North America, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a chairman for the Committee, and may choose to appoint this Committee as late as August of each year. The Nominating Committee may conduct its business by mail.

ARTICLE VII: DISCIPLINE

Section 1: Any member may prefer charges against another member for alleged misconduct prejudicial to the stated objectives or the best interests of NAWBA. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50 for each charge, which shall be forfeited if the charge is not sustained. The Secretary shall promptly send a 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, would constitute conduct prejudicial to the objectives or interests of the Association. If the Board determines that such actions would not be so prejudicial, it must refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of hearing by the Board not less than three weeks nor more than six 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 and an assurance that the defendant may respond to such charges either in person, if the Board is to meet in person to hear the charges; or by Teleconference, if the hearing is to be held by Teleconference. The accused shall always have the option to respond in writing to the charges. Written depositions of witnesses may be presented.

Section 2: Board Hearings: The Board shall decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the Board sustain the charges, they may, by a majority of those present and voting at the Board meeting, either (i) suspend the defendant from all privileges of NAWBA for six months, or (ii) recommend to the next General Meeting that the defendant be expelled from the Association. In the latter case, the defendant shall be suspended from membership privileges until the General Meeting can dispose of the case. The findings of the Board hearing shall be put in written form and filed with the Secretary, who shall in turn notify each of the parties of the decision and penalties, if any.

Section 3: Expulsion: Expulsion of a member from NAWBA may be accomplished only at a General Meeting of the Association following a Board Hearing and upon the Board's recommendation as provided in Section 2 of this article. The defendant may have the privilege of appearing in his or her own behalf at the General Meeting, although no evidence shall be taken at this meeting. The President shall read the charges and the Board's finding and invite the defendant to speak in his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion, and a 2/3 vote of those present at the meeting shall be necessary for expulsion.

ARTICLE VIII: IMPLEMENTATION

Section 1: This Constitution and By-Laws shall become valid and effective immediately after the first Annual Meeting following written acceptance by a majority of members responding to a canvass mailed to all members of the Association by the Secretary. Members shall have at least 15 days in which to respond.

ARTICLE IX: AMENDMENTS

Section 1: Amendments to the Constitution and By-Laws must be proposed by a 2/3 vote of the Board or by written petition addressed to the Secretary signed by 10% of the membership or 20 members in good standing, whichever is less. Amendments proposed by such petition shall be promptly considered by the Board of Directors, and must be submitted to the Association members with recommendations of the Board for a vote not later than three months after the petition was received by the Secretary.

Section 2: This constitution and By-Laws may only be amended by a vote of the membership on a mail ballot sent to all members of the Association in good standing. An affirmative vote of 2/3 of those returning ballots shall be necessary for any amendment of the Constitution; an affirmative vote or at least 60% or those returning ballots shall be necessary to amend, substitute or add any By-law. Members shall have not less than two weeks nor more than 30 days to return ballots, as specified by the Board.

ARTICLE X: DISSOLUTION

This association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of dissolution of the Association, whether voluntary or involuntary by operation of law, none of the property or assets of the Association, nor any proceeds thereof, shall be distributed to any members of the Association, but after payment of all debts of the Association, its property and assets shall be donated and transferred to a non-profit fund, corporation or foundation which is organized and operated exclusively for the benefit of dogs.

ARTICLE XI: CONDUCT OF COMPETITIVE EVENTS

Section 1: The Board shall establish and conduct breeding suitability examinations which shall require a working test incorporating protection work or cattle herding and a conformation test which shall emphasize those attributes of physique which enhance the quickness, stamina, agility and power of attack characteristic of the breed.

Section 2: Working trials shall include a protection exercise or cattle herding test.

Section 3: Bouviers up to twenty four months of age may be exhibited in a young class. "Very Good" shall be the highest rating available in the young dog class.

Section 4: Bouviers of any age with an IPO I title or similar qualification as designated by the board shall be eligible for competition in a working class.

Section 5: The Board may conduct an annual conformation event at which working class Bouviers des Flandres of excellent structure and meeting other requirements as may be specified by the board may be designated by the judge as "Select." The Board shall from time to time evaluate the general level of the breed, and as appropriate designate higher working levels, such as IPO III, as prerequisite to the select designation. The board may designate separate prerequisites for males and females and no conformation competition between Bouviers of different sex shall occur.