Exhibit D – Proposed Amendments

To: Board of Directors
From: Conflict of Interest Committee
Subject: Proposed Amendment to Chapter 7, Section 15 of the Rules Applying to Dog Shows
Date: September 15, 2004

Background

The current Chapter 7, Section 15 of the Rules enables a judge to withhold awards for want of merit. Section 16 allows a judge to order any person or dog from the ring. It goes on to say that judges are required to exclude certain persons to facilitate judging. These two sections, together, have been used as the enabling provisions in order to authorize the judge to excuse dogs for lack of merit or to require the judge to do so when there is a conflict of interest.

Recommendation

Revise Chapter 7, Section 15 to clarify that a judge may excuse a dog for lack of merit or if that judge does not believe he or she may fairly evaluate the dog, e.g. perceived or real conflicts of interest.

AKC’s Rules Applying to Dog Shows - Chapter 7, Section 15

Rule (line out)

Chapter 7, SectIon 15. A judge's decision shall be final in all cases affecting the merits of the dogs. Full discretionary power is given to the judge to withhold any, or all prizes for want of merit. After a class has once been judged in accordance with these rules and regulations, it shall not be rejudged. A class is considered judged when the judge has marked his book, which must be done before the following class is examined. If any errors have been made by the judge in marking awards as made, he may correct the same, but must initial any such corrections.

Proposed (line in)

Chapter 7, Section 15. A judge's decision shall be final in all cases affecting the merits of the dogs. Full discretionary power is given to the judge to withhold any, or all awards or to excuse a dog for want of merit or because he or she believes that judging the dog would be a conflict of interest, marking the judge's book accordingly. After a class has once been judged in accordance with these rules and regulations, it shall not be rejudged. A class is considered judged when the judge has marked his book, which must be done before the following class is examined. If any errors have been made by the judge in marking awards as made, he may correct the same, but must initial any such corrections.

Comments

This clearly gives the judge the authority to excuse a dog he cannot fairly evaluate either because of the dog's condition or a conflict of interest.


To: Board of Directors
From: Conflict of Interest Committee
Subject: Delegate at Large
Date: September 15, 2004

Background

While AKC Board members are Delegates, the positions of Delegate and Director do have different responsibilities, which may create a conflict of interest.

Delegates are specifically charged with exercising the voting power of member clubs. They are not free agents, but must vote according to the wishes of the club he or she represents.

Directors are charged with the general management of the business and affairs of AKC. They must consider what is in the best interest of the organization and the sport. A Director might therefore be required to vote on an action, which while in the best interest of AKC, may be detrimental to the club he or she represents.

The concept of making Directors Delegates at Large would enable them to act as free agents only considering what is best for AKC and the whole sport, while enabling the club to appoint a substitute Delegate, ensuring that it retains a representative that will vote as directed by the club.

As a side benefit, by making a Director a Delegate at Large, he or she could not be removed from the Board by one club, which currently allows the majority of one club's Board or membership to thwart the wishes of the majority of Delegates that elected the Director.

When the Director leaves office for whatever reason, the club should have the option of having that ex-director be reinstated as its Delegate or of keeping its replacement Delegate.

There could be some complication for those clubs that have Bylaw provisions stipulating that the Delegate must be elected in a certain manner. In other cases, the Delegate is ex officio a Board member. A decision would have to be made as to whether this would be the original or substitute Board member. In these cases, the Board of the member club should make the final decision.

Recommendation

Amend ARTICLE VII, Sections 1 and 3 to provide for a Delegate at Large per the attachment.

Article VII, Section 1 (new 3rd and 4th paragraph) of AKC's Charter and Bylaws

Bylaw (line out)

Article VII, Section 1: The AKC shall be governed by a Board of Directors consisting of thirteen (13) voting members, all of whom must be Delegates. The Board shall be elected as follows:

At each annual meeting the Delegates shall elect Directors from the list of candidates nominated as provided in Article VIII of these Bylaws. The thirteen voting Directors shall be divided into four classes of three (3), three (3), three (3), and four (4) members. Such Directors to hold office for four (4) years or until their successors are elected. At each annual meeting the Delegates shall elect such other Director or Directors as shall be required to fill the place of any Director who has died or resigned before the expiration of the term for which he or she was elected.

No person shall be eligible to serve more than two consecutive terms on the Board. A Board member who has served more than half a term on the Board is considered to have served a full term. This section does not preclude re-election of any Delegate to the Board of Directors after a one year (or greater) hiatus from Directorship.

Excluding the President, who serves as a non-voting member, no members of the Board of Directors may be employed by the AKC nor may they receive remuneration from the AKC on a consulting or contract basis.

Excluding the President, no members of the Board of Directors are eligible for employment by the AKC or any AKC division or subsidiary for a period of twelve months from the date when they last served on the Board, nor may they receive remuneration from the AKC on a contract or consulting basis for a period of twelve months from the date when they last served on the Board.

The President shall serve on the Board as an ex officio non-voting member during his/her tenure as President.

Proposed (line in)

Article VII, Section 1: The AKC shall be governed by a Board of Directors consisting of thirteen (13) voting members, all of whom must be Delegates. The Board shall be elected as follows:

At each annual meeting the Delegates shall elect Directors from the list of candidates nominated as provided in Article VIII of these Bylaws. The thirteen voting Directors shall be divided into four classes of three (3), three (3), three (3), and four (4) members. Such Directors to hold office for four (4) years or until their successors are elected. At each annual meeting the Delegates shall elect such other Director or Directors as shall be required to fill the place of any Director who has died or resigned before the expiration of the term for which he or she was elected.

No person shall be eligible to serve more than two consecutive terms on the Board. A Board member who has served more than half a term on the Board is considered to have served a full term. This section does not preclude re-election of any Delegate to the Board of Directors after a one year (or greater) hiatus from Directorship.

Excluding the President, who serves as a non-voting member, no members of the Board of Directors may be employed by the AKC nor may they receive remuneration from the AKC on a consulting or contract basis.

Excluding the President, no members of the Board of Directors are eligible for employment by the AKC or any AKC division or subsidiary for a period of twelve months from the date when they last served on the Board, nor may they receive remuneration from the AKC on a contract or consulting basis for a period of twelve months from the date when they last served on the Board.

The President shall serve on the Board as an ex officio non-voting member during his/her tenure as President.

Upon election, and for as long as he or she remains on the Board, a Director shall be designated a Delegate At Large, the Director may attend all meetings of AKC but may not vote at Delegate meetings.

When the Delegate, representing a member club, becomes a Director, and thus a Delegate At Large, that club may apply in writing to AKC for an Interim Delegate to exercise its voting powers. The request for a substitute Delegate shall be processed in accordance with Article VI, Section 2 of the Bylaws.

Comments

Board members must be able to vote based upon the best interests of AKC, while a Delegate is obligated to exercise the voting power of a specific club. By making the Board member a Delegate At Large, he or she is not obligated to follow the instructions of any one club. By providing for a substitute Delegate, the club retains its voting power.

The Board member should only vote on Rule and Bylaw amendments at the Board level. Votes at the Delegates meeting should reflect the wishes of the individual member clubs.

Article VII, Section 3 (new 2nd paragraph) of AKC's Charter and Bylaws

Bylaw (line out)

Article VII, Section 31: When a Delegate who also is a Director of the AKC shall resign his/her position as Delegate or shall be removed therefrom and shall not offer his/her resignation as Director of the AKC, he or she may continue to hold the office of Director until the next annual meeting of the Board held subsequent to the date of his or her resignation or removal as a Delegate, the majority of the Board present shall vote to continue him or her on said Board.

Proposed (line in)

Article VII, Section 31: When a Delegate who also is a Director of the AKC shall resign his/her position as Delegate or shall be removed therefrom and shall not offer his/her resignation as Director of the AKC, he or she may continue to hold the office of Director until the next annual meeting of the Board held subsequent to the date of his or her resignation or removal as a Delegate, the majority of the Board present shall vote to continue him or her on said Board.

When a Director resigns, is removed from office, or fails to be re-elected as a Director, he or she is eligible to reassume the formerly held position representing a member club as Delegate. This shall be at the discretion of the member club, which must advise the AKC Executive Secretary in writing whether the former Director or that individual's interim replacement is to represent the club as its Delegate. In either case, it shall be effective immediately.

Comments

When a Board member leaves office for any reason, the club should have the option of either reinstating that individual as its Delegate or of keeping the Delegate that replaced the Board member.

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