AMTC CONSTITUTION & ByLaws
Preamble
The following Constitution & Bylaws shall be subject to, and governed by the Articles of Incorporation of
the American Morkshire Terrier Club®, Inc.
The following Constitution & Bylaws shall be subject to, and governed by the Articles of Incorporation of
the American Morkshire Terrier Club®, Inc.
Article I Name of Club
The name of this Club is American Morkshire Terrier Club® Inc. (AMTC). DBA American Morkshire Terrier Club, American Morkshire Terrier Registry® (AMTR) and American Morkshire Rescue Association™️ (AMRA)
Article II Purpose of the Club
Article III Membership
Section 1 Eligibility
Any person who supports the above purposes is eligible to apply for Club membership with limited voting rights. Each member agrees to comply with the Bylaws, rules and regulations of AMTC. Transfer of memberships is not allowed. The Board of Directors reserves the right to terminate, suspend or expel members for conduct that is contrary to AMTC's purpose. Members personal information is subject to privacy protection, AMTC will control the dissemination of members' information.
Section 1:01 Membership Category
The Club shall have 2 categories of membership:
(1) Breeder Membership - for Breeders.
(2) Companion Membership - for pet fanciers and owners.
Section 1:02 Dues
All membership dues are due and payable in March, in such amounts that shall be determined from time to time by the Board of Directors. New members joining in April thru February will not have their dues pro-rated, i.e. they will pay the full annual dues amount. New members joining in November or December will pay the full annual dues amount which will cover the remainder of that year and the entire next year. Dues paid to the Club become the property of the Club.
Section 1:03 Membership Term
The membership year shall be April 1 thru March 31. Membership shall automatically terminate for nonpayment of dues on February 15 of any year, terminating all rights and privileges in the Club.
Article IV Meetings of Members
Meetings of members shall be held at a place to be designated from time to time by the Board of Directors.
Section 2 Regular Meetings
Members shall meet regularly as determined by the Board of Directors. Officers shall be elected as prescribed in Articles III of these Bylaws at the annual meeting held in October of each year.
Section 2:01 Special Meetings
Special meetings of members shall be called by the President, Vice President, Secretary, any two (2) Directors of the Club, or not less that 10% of the members of the Club, to be held at such times and places within the State of North Carolina as may be ordered by the Board of Directors. All Directors will be given adequate notification of a special meeting. In any event the CEO shall determine the validity of meeting.
Article V Board of Directors
Any current member may serve as an Officer. All Officers will be Directors for their term of office, and collectively will be the Board of Directors.
Section 3 Duties
It shall be the duty of the Board of Directors to supervise all officers, agents and committees of this Club to assure that their duties are properly preformed. The Board of Directors, from time to time as required to complete the objectives of the Club, will appoint Officers, individuals and/or committees various responsibilities such as, but not limited to: club programs, club events, communications and marketing, government affairs, etc.
Section 3:01 Meetings
The Board of Directors shall meet monthly, as requested by the President, or any two (2) Officers. Any issues voted upon will be decided by simple majority vote of the Directors of the Board. A quorum will be four (4) Directors and the CEO shall decide on final vote.
Section 3:02 Compensation and Expenses
Directors will serve without compensation, other than be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.
Article VI Officers
Any Club member of the Club is eligible to be an Officer. Director/Officers will be elected by a majority vote of the current Board of Directors at the end of the Director/Officer term of service.
Section 4 Term of Service
All initial Director/Officers shall be called upon by the Chief Executive Officer. Once selected and Duty is assigned the Officers' term is perpetual until resignation, disqualification, disability or death. The Officer is to notify the Board of Directors within a timely manner of resignation so that the Board can decide on the replacement of the Officer and final vote of successor will be given by the CEO. In any event the assigned Officer can and may be replaced if the current Officer is conducting behavior that is detrimental to the mission and Club's purpose.
Section 4:01 Term of Committees
All Committees shall be elected for a term of one year, and shall serve from January 1 to December 31 in any calendar year.
Section 4:02 Duties of Directors
(1) President:
The President shall be the Chief Executive Officer of the Club and shall supervise and control the affairs of the Club. The President shall perform all duties incident to office and such other duties as may be required by law, or which may be assigned from time to time by the Board of Directors. The President will preside over the regular and special member meetings, and Board of Director meetings.
(2) Vice President:
The Vice President shall be the Vice Chair of the Club and in the absence of the Chief Executive Officer of the Club, or in the event of his or her inability or refusal to act, it shall them be the responsibility of the Vice Chair of the Club to preform and act as President and preside over the regular and special member meetings and Board of Director meetings in the President's absence. The Vice President shall perform duties incident to office and other such duties as may be assigned from time to time by the Board of Directors.
(3) Secretary:
The Secretary shall keep, or cause to be kept, a book of minutes of all meetings and actions of the Directors and members with the time and place of holding the regular or special meetings, and if social how authorized, the notice given, the names of those present at such meetings and the number of members present or represented at members' meetings and the agendas of such meetings. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the members and of the Board of Directors required by the Bylaws. The Secretary shall keep, or cause to be kept, a current roaster of the membership. The Secretary shall have other powers and duties as may be directed by the Board of Directors.
(4) Treasurer:
The Treasurer shall be the Chief Financial Officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Club's properties and business transactions, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall file, or cause to be filed, all necessary Federal and State income tax returns. The books of account shall be open to inspection by the CEO at all times. The Treasurer shall render to the President, other Directors, upon request, and account of all transactions and of the financial position of the Club. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the Club with such depositories as may be designated by the Board of Directors. Checks of the Club less than one thousand dollars shall be signed by the Treasurer or President. Checks greater than one thousand dollars must be signed by the CEO and witnessed by the Treasurer and one other Board member. The Treasurer shall have other powers and duties as may be directed by the Board of Directors.
(5) Committees of Directors:
Each Committee shall consist of one (1) or more directors, and may also include persons who are not on the Board but who the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. However, no committee, regardless of Board resolution, may: fill vacancies on, remove the members of, amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws, the Board of Directors or any committee that has the authority of the Board.
(6) Club Programs:
Organize, staff, collect waivers and participant attendance of all Club calendar, barbecue events and other Club events in the American Morkshire Terrier Club. Other duties assigned by the Board of Directors.
(7) Club Events:
Plan, coordinate, and supervise club events and committees. Committee oversight: Shows, Matches, Sponsorship, Trials, and other duties assigned by the Board of Directors.
(8) Communication and Marketing:
Create and maintain regular communications to members, the community and agencies utilizing all appropriate media. Committee oversight: advertising, AMTC FB group, page, website, social media, public relations, e-mail communication with members, media coverage of events. Other duties assigned by the Board of Directors.
Section 4:03 Succession Of Officers
In the event of a Director/Officer's resignation, disability termination, disqualification or death by the majority of the remaining Board of Directors, the Board of Directors shall appoint a successor, who shall serve the uncompleted term of the Officer being replaced.
Article VII Books, Records and Reports
Section 5 Minutes of Meetings
The Board of Directors shall review for completeness and accuracy, and shall approve the minutes of all member, special member, and Board of Directors meetings. File copy to be signed by the Secretary.
Section 5:01 Funds
All monies paid to the Club aisle be placed in the general operating fund, with sub-accounts of sources of income and types of disbursements. The Board of Directors shall from time to time review for completeness and accuracy, and shall approve all financials, budgets and accounts present by the Treasurer. Unless otherwise authorized by the Board of Directors, no committee shall compel the Club/Organization in a contract or agreement or expend Club/Organization funds.
Section 5:02 Disbursements
Disbursement of Club funds will be exclusively for the American Morkshire Terrier Club, Registry, Association and related projects. Each disbursement less that one thousand dollars shall be made by check signed the Treasurer or President. Checks greater that one thousand dollars will be signed by the CEO and witnessed by the Treasurer and one other Board member.
In addition, any unbudgeted expense over $2000 will be approved by the Board of Directors and included in the minutes of the Club.
Section 5:03 Accounting Year
The accounting year for the Club shall end on December 31.
Section 5:04 Bonding
The Directors and other such Officers as the Board may designate, may be bonded by a fidelity bond in an amount set by the Board of Directors and paid by the Club.
Section 5:05 Annual Budget and Priorities
As soon as possible after election of Officers and not later then December 31, the Officers shall compile a budget of estimated income and expenses for the coming accounting year, and set priorities for the coming year's Club activities. The Treasurer shall present this budget and the coming year priorities to a regular meeting of the membership Board as soon as available.
Section 5:06 Annual Reports to the Board of Directors
Not later than 120 days after the close often accounting year on December 31, the Club shall prepare an annual financial report containing a balance sheet, and an income statement for that year.
Section 5:07 Inspection by Directors
Every Director has a right at any resealable time during business hours to inspect books, records and documents upon approval of the CEO of the Club.
Article VIII Indemnification
To the fullest extent allowed by North Carolina law, the Club shall indemnify its "agents," as described by law, including its directors, officers, volunteers and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any attorney's fees, arising from or related to any act or omission by such person acting on behalf of the Club/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. Upon written request by any person seeking indemnification, the Board shall promptly determine whether the applicable conduct is subject to indemnification, and if so authorize indemnification.
Article IX Principle Office
The principle office of the Club shall be located at the residence of its President, or at such other place that may be designated by the Board of Directors.
Section 6 Dedication
The property of the Club is irrevocably dedicated to the purposes of the Club and no part of the net income or assets of the Club shall ever inure to the benefit of any Director, Officer, member or private person.
Article X Dissolution
Upon termination or dissolution of the Club, whatever property, real, personal, or mixed may be acquired by it or whatever income may accrue therefrom shall be held and utilized only for and in the furtherance of the objects and purposes aforementioned. That upon any assets lawfully available for distribution after that shall be distributed to one (1) or more qualifying organizations described in Section 501©(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The Club shall be dissolved upon the first of the following events to occur:
(1) The unanimous decision of the Board to dissolve the Club.
(2) The if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Club by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations located within the State of North Carolina.
(3) In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of North Carolina to be added to the general fund.
Article XI Amendments
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained here within. These Bylaws may be amended from time to time and shall govern the construction of these Bylaws, by a majority vote of the Board of Directors and will certify that the amendments are adopted by the Board of Directors.
The name of this Club is American Morkshire Terrier Club® Inc. (AMTC). DBA American Morkshire Terrier Club, American Morkshire Terrier Registry® (AMTR) and American Morkshire Rescue Association™️ (AMRA)
Article II Purpose of the Club
- (a) to encourage and promote quality in the breeding of purebred American Morkshire Terrier Dogs and to do all possible to bring their natural qualities to perfection;
- (b) to encourage the organization of independent local American Morkshire Terrier Dog Specialty Clubs where sufficient fanciers of the breed exist to meet American Morkshire Terrier Club requirements;
- (c) to urge members and breeders to accept the standard of the breed as approved by the American Morkshire Terrier Club as the only standard of excellence by which American Morkshire Terrier Dogs shall be judged;
- (d) to do all in its power to protect and advance the interests of the breed and encourage sportsmanlike conduct at dog shows, obedience trials, performance events and other club sponsored activities and club functions;
- (e) to conduct sanctioned matches, specialty shows, obedience trials and any other event for which the club is eligible under the Rules and Regulations of The American Morkshire Terrier Club;
- (f) to promote events and activities which reflect the breed's history and heritage;
- (g) to provide education appropriate to the needs of owners, breeders, judges, potential owners and all others with an interest in the breed;
- (h) to promote solidarity and cooperation among members of the American Morkshire Terrier Club, always keeping in mind the purpose of the Club is the best interest of the breed;
- (i) to do all possible to improve the health of the breed;
- (j) to advocate honesty and integrity in all matters concerning American Morkshire Terrier Dogs.
Article III Membership
Section 1 Eligibility
Any person who supports the above purposes is eligible to apply for Club membership with limited voting rights. Each member agrees to comply with the Bylaws, rules and regulations of AMTC. Transfer of memberships is not allowed. The Board of Directors reserves the right to terminate, suspend or expel members for conduct that is contrary to AMTC's purpose. Members personal information is subject to privacy protection, AMTC will control the dissemination of members' information.
Section 1:01 Membership Category
The Club shall have 2 categories of membership:
(1) Breeder Membership - for Breeders.
(2) Companion Membership - for pet fanciers and owners.
Section 1:02 Dues
All membership dues are due and payable in March, in such amounts that shall be determined from time to time by the Board of Directors. New members joining in April thru February will not have their dues pro-rated, i.e. they will pay the full annual dues amount. New members joining in November or December will pay the full annual dues amount which will cover the remainder of that year and the entire next year. Dues paid to the Club become the property of the Club.
Section 1:03 Membership Term
The membership year shall be April 1 thru March 31. Membership shall automatically terminate for nonpayment of dues on February 15 of any year, terminating all rights and privileges in the Club.
Article IV Meetings of Members
Meetings of members shall be held at a place to be designated from time to time by the Board of Directors.
Section 2 Regular Meetings
Members shall meet regularly as determined by the Board of Directors. Officers shall be elected as prescribed in Articles III of these Bylaws at the annual meeting held in October of each year.
Section 2:01 Special Meetings
Special meetings of members shall be called by the President, Vice President, Secretary, any two (2) Directors of the Club, or not less that 10% of the members of the Club, to be held at such times and places within the State of North Carolina as may be ordered by the Board of Directors. All Directors will be given adequate notification of a special meeting. In any event the CEO shall determine the validity of meeting.
Article V Board of Directors
Any current member may serve as an Officer. All Officers will be Directors for their term of office, and collectively will be the Board of Directors.
Section 3 Duties
It shall be the duty of the Board of Directors to supervise all officers, agents and committees of this Club to assure that their duties are properly preformed. The Board of Directors, from time to time as required to complete the objectives of the Club, will appoint Officers, individuals and/or committees various responsibilities such as, but not limited to: club programs, club events, communications and marketing, government affairs, etc.
Section 3:01 Meetings
The Board of Directors shall meet monthly, as requested by the President, or any two (2) Officers. Any issues voted upon will be decided by simple majority vote of the Directors of the Board. A quorum will be four (4) Directors and the CEO shall decide on final vote.
Section 3:02 Compensation and Expenses
Directors will serve without compensation, other than be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.
Article VI Officers
Any Club member of the Club is eligible to be an Officer. Director/Officers will be elected by a majority vote of the current Board of Directors at the end of the Director/Officer term of service.
Section 4 Term of Service
All initial Director/Officers shall be called upon by the Chief Executive Officer. Once selected and Duty is assigned the Officers' term is perpetual until resignation, disqualification, disability or death. The Officer is to notify the Board of Directors within a timely manner of resignation so that the Board can decide on the replacement of the Officer and final vote of successor will be given by the CEO. In any event the assigned Officer can and may be replaced if the current Officer is conducting behavior that is detrimental to the mission and Club's purpose.
Section 4:01 Term of Committees
All Committees shall be elected for a term of one year, and shall serve from January 1 to December 31 in any calendar year.
Section 4:02 Duties of Directors
(1) President:
The President shall be the Chief Executive Officer of the Club and shall supervise and control the affairs of the Club. The President shall perform all duties incident to office and such other duties as may be required by law, or which may be assigned from time to time by the Board of Directors. The President will preside over the regular and special member meetings, and Board of Director meetings.
(2) Vice President:
The Vice President shall be the Vice Chair of the Club and in the absence of the Chief Executive Officer of the Club, or in the event of his or her inability or refusal to act, it shall them be the responsibility of the Vice Chair of the Club to preform and act as President and preside over the regular and special member meetings and Board of Director meetings in the President's absence. The Vice President shall perform duties incident to office and other such duties as may be assigned from time to time by the Board of Directors.
(3) Secretary:
The Secretary shall keep, or cause to be kept, a book of minutes of all meetings and actions of the Directors and members with the time and place of holding the regular or special meetings, and if social how authorized, the notice given, the names of those present at such meetings and the number of members present or represented at members' meetings and the agendas of such meetings. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the members and of the Board of Directors required by the Bylaws. The Secretary shall keep, or cause to be kept, a current roaster of the membership. The Secretary shall have other powers and duties as may be directed by the Board of Directors.
(4) Treasurer:
The Treasurer shall be the Chief Financial Officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Club's properties and business transactions, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall file, or cause to be filed, all necessary Federal and State income tax returns. The books of account shall be open to inspection by the CEO at all times. The Treasurer shall render to the President, other Directors, upon request, and account of all transactions and of the financial position of the Club. The Treasurer shall deposit all monies and all valuables in the name and to the credit of the Club with such depositories as may be designated by the Board of Directors. Checks of the Club less than one thousand dollars shall be signed by the Treasurer or President. Checks greater than one thousand dollars must be signed by the CEO and witnessed by the Treasurer and one other Board member. The Treasurer shall have other powers and duties as may be directed by the Board of Directors.
(5) Committees of Directors:
Each Committee shall consist of one (1) or more directors, and may also include persons who are not on the Board but who the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. However, no committee, regardless of Board resolution, may: fill vacancies on, remove the members of, amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws, the Board of Directors or any committee that has the authority of the Board.
- General: A Director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Club/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances, so as long as in such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted as herein provided in Article 2 (5)- Committees of Directors.
(6) Club Programs:
Organize, staff, collect waivers and participant attendance of all Club calendar, barbecue events and other Club events in the American Morkshire Terrier Club. Other duties assigned by the Board of Directors.
(7) Club Events:
Plan, coordinate, and supervise club events and committees. Committee oversight: Shows, Matches, Sponsorship, Trials, and other duties assigned by the Board of Directors.
(8) Communication and Marketing:
Create and maintain regular communications to members, the community and agencies utilizing all appropriate media. Committee oversight: advertising, AMTC FB group, page, website, social media, public relations, e-mail communication with members, media coverage of events. Other duties assigned by the Board of Directors.
Section 4:03 Succession Of Officers
In the event of a Director/Officer's resignation, disability termination, disqualification or death by the majority of the remaining Board of Directors, the Board of Directors shall appoint a successor, who shall serve the uncompleted term of the Officer being replaced.
Article VII Books, Records and Reports
Section 5 Minutes of Meetings
The Board of Directors shall review for completeness and accuracy, and shall approve the minutes of all member, special member, and Board of Directors meetings. File copy to be signed by the Secretary.
Section 5:01 Funds
All monies paid to the Club aisle be placed in the general operating fund, with sub-accounts of sources of income and types of disbursements. The Board of Directors shall from time to time review for completeness and accuracy, and shall approve all financials, budgets and accounts present by the Treasurer. Unless otherwise authorized by the Board of Directors, no committee shall compel the Club/Organization in a contract or agreement or expend Club/Organization funds.
Section 5:02 Disbursements
Disbursement of Club funds will be exclusively for the American Morkshire Terrier Club, Registry, Association and related projects. Each disbursement less that one thousand dollars shall be made by check signed the Treasurer or President. Checks greater that one thousand dollars will be signed by the CEO and witnessed by the Treasurer and one other Board member.
In addition, any unbudgeted expense over $2000 will be approved by the Board of Directors and included in the minutes of the Club.
Section 5:03 Accounting Year
The accounting year for the Club shall end on December 31.
Section 5:04 Bonding
The Directors and other such Officers as the Board may designate, may be bonded by a fidelity bond in an amount set by the Board of Directors and paid by the Club.
Section 5:05 Annual Budget and Priorities
As soon as possible after election of Officers and not later then December 31, the Officers shall compile a budget of estimated income and expenses for the coming accounting year, and set priorities for the coming year's Club activities. The Treasurer shall present this budget and the coming year priorities to a regular meeting of the membership Board as soon as available.
Section 5:06 Annual Reports to the Board of Directors
Not later than 120 days after the close often accounting year on December 31, the Club shall prepare an annual financial report containing a balance sheet, and an income statement for that year.
Section 5:07 Inspection by Directors
Every Director has a right at any resealable time during business hours to inspect books, records and documents upon approval of the CEO of the Club.
Article VIII Indemnification
To the fullest extent allowed by North Carolina law, the Club shall indemnify its "agents," as described by law, including its directors, officers, volunteers and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any attorney's fees, arising from or related to any act or omission by such person acting on behalf of the Club/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. Upon written request by any person seeking indemnification, the Board shall promptly determine whether the applicable conduct is subject to indemnification, and if so authorize indemnification.
Article IX Principle Office
The principle office of the Club shall be located at the residence of its President, or at such other place that may be designated by the Board of Directors.
Section 6 Dedication
The property of the Club is irrevocably dedicated to the purposes of the Club and no part of the net income or assets of the Club shall ever inure to the benefit of any Director, Officer, member or private person.
Article X Dissolution
Upon termination or dissolution of the Club, whatever property, real, personal, or mixed may be acquired by it or whatever income may accrue therefrom shall be held and utilized only for and in the furtherance of the objects and purposes aforementioned. That upon any assets lawfully available for distribution after that shall be distributed to one (1) or more qualifying organizations described in Section 501©(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The Club shall be dissolved upon the first of the following events to occur:
(1) The unanimous decision of the Board to dissolve the Club.
(2) The if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Club by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations located within the State of North Carolina.
(3) In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of North Carolina to be added to the general fund.
Article XI Amendments
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained here within. These Bylaws may be amended from time to time and shall govern the construction of these Bylaws, by a majority vote of the Board of Directors and will certify that the amendments are adopted by the Board of Directors.
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