ANATOLIAN SHEPHERD DOG CLUB OF AMERICA, INC.
AKC Recognized Parent Club Founded 1970

BYLAWS Amended September 9, 2009

CONSTITUTION
ARTICLE I
Club Name and Objectives

SECTION 1. The name of the Club shall be the Anatolian Shepherd Dog Club of America (ASDCA).

SECTION 2. The objectives of the Club shall be:

(a) To encourage and promote quality in the breeding of pure-bred Anatolian Shepherds;

(b) To encourage the organization of independent local Anatolian Shepherd clubs where there are sufficient fanciers of the breed;

(c) To urge members and breeders to accept the Standard of the breed as approved by the Anatolian Shepherd Dog Club of America as the standard of excellence by which the Anatolian Shepherd Dog 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 dog shows and obedience trials;

(e) To conduct sanctioned matches, specialty shows, and obedience trials under the Rules and Regulations of the American Kennel Club.

SECTION 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

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

ARTICLE II
Membership

SECTION 1. Eligibility. There shall be four types of membership open to persons who are in good standing with the American Kennel Club (AKC) and the ASDCA and who subscribe to the purposes of this Club, the Club Bylaws and Club Code of Ethics. Applicants are required to complete and submit an ASDCA approved application requesting membership.

(a) Regular membership. Application is open to persons eighteen (18) years and older, who own an ASDCA or AKC registered Anatolian Shepherd Dog and who are not an Officer or Director of an Anatolian Shepherd Dog club that is not an AKC-accredited or AKC eligible Anatolian Shepherd Dog Club. Such dog clubs shall include, but are not limited to the following dogs considered by the ASDCA to be Anatolian Shepherd Dogs, commonly referred to as: Kangal, Akbash, Karabash, etc. Regular members enjoy all the privileges of the Club, including voting and office holding.

(b) Family membership. Two persons (adults) eighteen (18) years of age or older who reside in the same household, each of whom comply with the same requirements as that of the Regular membership. The two adult members shall be identified by name on the membership application form and the procedures for election to membership shall be the same as provided in Section 1, subdivision (a) of Article II. Each adult is entitled to one vote but receives only one copy of any gratis ASDCA publication. Each adult shall have the ability to hold elected office.

(c) Associate membership. Application open to persons eighteen (18) years and older who express ongoing interest in the breed. Application open to Officers and Directors of Anatolian Shepherd Dog clubs that are not an AKC-accredited or AKC eligible Anatolian Shepherd Club. These individuals are entitled to all privileges, except voting and office holding. Associate members are not computed in determining a quorum. Applications should be filed with the Secretary but need not require sponsors or approval process applicable to prospective regular member applicants.

(d) Junior membership. Open to persons 10-17 years of age. Junior members cannot vote or hold office. Upon reaching their eighteenth birthday, Junior members may convert to regular membership in accordance with the requirements for regular membership set forth in Article II, Section 1(a).

SECTION 2. Dues.

(a) Membership Dues. Membership dues shall be set by the Board of Directors by October 1 of each year. If the Board of Directors does not change the dues, the dues from the previous year shall continue in effect. Membership dues shall not exceed Seventy five dollars ($75.00) per year, payable on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year. By the 15th of November, the Treasurer shall send to each member a statement of his dues for the ensuing year.

(b) Application Fee. The application fee shall apply to new applications for club membership and renewals of lapsed memberships. The application fee shall be set by the Board of Directors and announced when a fee change has occurred.

SECTION 3. Election to Membership. The ASDCA is a voluntary association. The Club’s membership application process, procedures and forms shall be those adopted by the Board of Directors, subject to the following requirements.

(a) 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 the Constitution, Bylaws and the rules of the ASDCA, as well as the rules of the AKC. The application shall state the name, mailing as well as physical address, phone number, Email address, occupation and interests of the applicant, the type of membership applied for, and shall carry the endorsement of two regular members in good standing of the ASDCA. Accompanying the application, the prospective member shall submit dues and application fee payment for the current year.

(b) Applicants may be elected/approved for club membership by ballot at any meeting of the Board of Directors or by vote of the Directors by mail. Affirmative votes of two-thirds (2/3) of the Directors present at a meeting of the Board or of two-thirds (2/3) of entire Board voting by mail shall be required to elect an applicant.

(c) An application which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the next annual meeting of the Club. The members may elect such applicant by a favorable vote of seventy-five (75%) percent of the members present and voting by secret ballot.

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

(a) By Resignation. Any member in good standing may resign from the Club upon written notice to the Secretary, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the club and must be paid in full prior to resignation.

(b) By Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first day of the fiscal year; however, the Board may grant an additional sixty (60) days of grace to such delinquent members upon a showing of good cause. If a request is made for an additional 60 days to send in payment of dues, the Board will review and vote upon such request within thirty (30) days of the request being made. The request must be in writing and sent to the Secretary via mail (United States Postal Service [USPS], Email, or fax). The request must contain an explanation regarding the delinquent dues. The decision of the Board will be final. In no case may a person whose dues are unpaid be entitled to vote at any Club meeting;

(c) By Expulsion. A membership may be terminated by expulsion as provided in Article VII of these Bylaws. SECTION 5. Good Standing. A member in good standing is an individual whose dues are current, and who is not under suspension by the ASDCA or the AKC.

SECTION 6. Indebtedness. No individual member or member club may incur indebtedness on the part of the ASDCA without the approval of the ASDCA Board of Directors.

SECTION 7. Reinstatement of Membership. A person whose membership has lapsed may apply for reinstatement within the same calendar year. Any request for reinstatement should state the reason the membership was permitted to lapse and must include payment of dues for the current year and any application fee then in effect. At the next Board meeting the Treasurer shall notify each member of the Board of the request for reinstatement, seeking approval or disapproval of the application. A member who fails to apply for reinstatement within the specified time period may reapply for Club membership in the manner provided in Article II, Section 3 of these By-laws.

ARTICLE III
Meetings

SECTION 1. Annual Meetings. The Annual Meeting of the Club shall be held in conjunction with the Club’s National Specialty Show, if possible, at a place, date and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed by the Secretary to each member at least thirty (30) days prior to the date of the meeting. The quorum for the annual meeting shall be ten (10) percent of the members in good standing.

SECTION 2. Special Meetings. Special meetings may be called by the President or by a majority vote of the members of the Board; and shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such other meeting shall be mailed by the Secretary at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for such a meeting shall be ten (10) percent of the members in good standing.

SECTION 3. Board Meetings. The first meeting of the Board shall be held immediately following the installation of the Officers and Directors on or about October 1st of the election year. Other meetings of the Board of Directors shall be held quarterly and at such times and places as are designated by the President or by a majority vote of the entire Board. Written notice of such other meeting shall be mailed by the Secretary, either by USPS or email (provided all Board members have access to Email; See Article III, Section 5). to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board Meeting shall be a majority of the Board voting in person, by mail, email, and FAX or telephone conference call. The meetings may be held either by teleconference or
in person. Teleconference meetings will be initiated by the Secretary who will provide an agenda to each Board member.

SECTION 4. The Board of Directors may conduct its business by mail, email, fax or telephone conference calls through the Secretary provided it does not conflict with any other provision of these bylaws. Items voted on by mail, email, fax or telephone conference call must be confirmed in writing by the Secretary within fifteen days. All business conducted via email shall be done so as outlined by the AKC’s policy regarding the use of email (See Article III, Section 5).

SECTION 5. Club email communications shall be in accordance with current American Kennel Club policy.

ARTICLE IV
Directors, Officers, AKC Delegate and Honorary President

SECTION 1. Board of Directors. The Board of Directors shall be comprised of the four Officers and seven (7) othe persons (Directors), all of whom shall be regular members in good standing with the ASDCA, who are residents of the United States and who have been regular members of the Club for at least three consecutive years, prior to the date of the election. They shall be elected for four (4) year terms in the manner provided in Article V, the Officers and Directors terms being staggered into two groups. The President, Treasurer and four Directors will be elected, every four years. The Vice President, Secretary and three Directors will be elected two years following the election of the President, Treasurer and four Directors effective 2010. Each group will be elected in alternating even-numbered years, and shall serve until their successors are elected. Officers and Directors may succeed themselves. General management of the Club’s affairs shall be entrusted to the Board of Directors. If an Officer or Director misses two (2) or more Scheduled Board meetings in a Fiscal Club year without just cause, as determined by a vote of the Board of Directors, he/she may be replaced on the Board per Article IV, Section 4.

SECTION 2. Officers. The Club’s officers, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(a) President. The President shall preside at all meetings of the Club and the Board and shall have the duties and powers normally appurtenant to the office of the President in addition to those particularly specified in these Bylaws. The President shall be an ex-officio member of all committees and a voting member of all committees except the Nominating Committee. Upon completion of a 4 year term, the immediate Past President may become a nonvoting member of the Board of Directors and may become an ex officio (advisory status) for the two years following his or her term in office.

(b) Vice President. The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity and perform such other duties as may be assigned to him or her by the President or Board of Directors.

(c) Secretary. The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, email, fax, telephone conference calls, and of all matters of which a record shall be ordered by the Club, have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roll of the members of the Club with their addresses and carry out such other duties as are prescribed by these Bylaws.

(d) Treasurer. The Treasurer shall collect and receive all monies due or belonging to the Club and disperse all monies payable by the ASDCA. Monies shall be deposited in a bank approved by the Board, in the name of the Club. The ASDCA’s financial transactions shall be recorded using standard accounting practices and procedures. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of the Club’s finances and every item of receipt or payment not before reported. At the annual meeting an accounting shall be rendered of all monies received and expended during the previous fiscal year. The Treasurer shall carry out such other duties as prescribed in these Bylaws. All expenditures over five hundred dollars ($500) shall be approved by the Board of Directors. The Treasurer shall be bonded in such amount as the Board of Directors may determine.

(e) The offices of Secretary and Treasurer may be held by the same person, in which case the Board shall be comprised of the officers and six (6) other persons (Directors). [(f) AKC Delegate. The Delegate shall report to the Club in writing all actions and matters discussed at the AKC’s Quarterly Meetings within 30 days of the AKC meeting. The AKC Delegate shall be a regular member in good standing with the ASDCA. He or she may, but need not be a Director or Officer of the club. The delegate shall be appointed by the Board to represent the club at AKC meetings. The Delegate shall advise the Board of any items to be voted on by AKC, especially those matters which would directly affect the Anatolian Shepherd Dog breed or the ASDCA. The term of appointment will be reviewed annually by the Board during the annual meeting. Unless the appointment has been withdrawn by the Board, or the delegate has resigned, the delegate shall serve until the credentials of his successor have been approved by the AKC.]

(g) Honorary President. The Founder of the ASDCA shall serve on the ASDCA Board of Directors in an honorary capacity as a non voting member.

(h) All Officers and Board members will adhere to the Duties, Expectations and Responsibilities for the Officers and Board of Directors of the ASDCA.

SECTION 3. Duties, Expectations & Responsibilities for the Officers and Board of Directors of the ASDCA. Minor
changes to the Duties, Expectations and Responsibilities for the Officers and Board of Directors of the ASDCA may
be approved by a majority vote of the members of the Board.

SECTION 4. Vacancies
(a) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any ofthe following: (1) the death, resignation or removal of a Director; (2) an increase of the authorized number ofDirectors created by an amendment to the Bylaws; (3) the declaration by resolution of the Board of a vacancy in the
office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony or amisdemeanor involving abuse of a dog.

(b) Any vacancies occurring on the Board among the Officers or Directors or in the AKC Delegate position during the year shall be filled by a regular club member in good standing. A majority vote of the remaining members of the Board will be required to select that club member. The selected club member will serve for the remainder of the unfinished term. A vacancy in the office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of the Vice President shall be filled by a Board member.

SECTION 5. Business Procedure. Any action that may legally be taken by the Board of Directors on a duly called and held meeting may just as effectively be taken by the Board of Directors by mail, email, fax, or teleconference. All electronic activities (correspondence) must have a copy of the correspondence on file with the Secretary.

ARTICLE V
The Club Year, Voting, Nominations, Elections

SECTION 1. Club Year. The Club’s Fiscal year shall begin on the 1st day of January and end on the last day of December. The Club’s Official year shall begin immediately at the conclusion of the annual meeting and shall continue through till the next annual meeting. The elected officers and directors shall take office on the first day of the month following the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election, unless an extension is granted by the Board. If the properties and records belonging to the Club are not turned over in 30 days, that member may be suspended following a hearing in accordance with the procedures outlined in Article VII.

SECTION 2. Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those regular members in good standing who are present at the meeting, except for the election of Officers and Directors (held every two [2] years) and amendments to the constitution and bylaws and the standard for the breed which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.

SECTION 3. Election of Officers and Directors. The election of Officers and Directors shall be conducted by secret ballot. To be valid, the Secretary must receive ballots on or before September 1 of the election year. The Board may designate an independent professional firm to send, receive and/or count the ballots apart from the Annual Meeting. If an independent professional firm is not used, then three inspectors of election, who are Regular members in good standing and neither members of the current Board nor candidates, shall count ballots. Newly elected officers and/or directors will be installed in office on October 1st of the election year. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article IV, Section 4.

SECTION 4. Nomination and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board of Directors on or before February 1 of the election year. The Committee shall consist of three (3) members from different areas of the United States and two (2) alternates, all regular members in good standing, and 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. The Nominating Committee may conduct its business in person, by fax, by mail, by teleconference or by email in accordance with the policy approved for the Board of Directors.

(a) Nominating Committee. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each Director’s position open and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The Committee shall then submit its slate of candidates to the Secretary on or before April 1 of the election year who shall mail the list, including the full name of each candidate and the name of the state in which he or she resides, to each member of the Club on or before May 1 of the election year, so that additional nominations may be made by ASDCA regular members in good standing if they so desire. The Slate submitted to the Secretary shall contain the individuals recommended by the Committee and a copy of their ASDCA Nominating Committee Questionnaire.

(b) Each candidate seeking an ASDCA club office shall complete an ASDCA Nominating Committee questionnaire. The questionnaire shall be approved by the Board of Directors and will include the written acknowledgement of acceptance of the nomination by the candidate if selected.

(c) If a regular club member eligible for an ASDCA office was not selected by the Nominating Committee, he or she may still be nominated for an ASDCA office. Additional nominations of eligible regular club members in good standing may be submitted by completing the ASDCA Nomination – Biography form and mailed to the Secretary. The form must be received on or before July 1 of the election year. The form must be signed by five

(5) Regular members in good standing and accompanied by the written acceptance of each such additional nominee signifying his or her willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate for more than one position.

(d) If no valid additional nominations are received on or before July 1 of the election year, the Nominating Committee’s slate shall be declared elected and no balloting will be required.

(e) If one or more valid additional nominations are received on or before July 1 of the election year, the Secretary (or an independent professional firm designated by the Board) shall, on or before August 1, mail to each regular member in good standing a ballot listing all of the nominees for each position, in alphabetical order, with the names of the states in which they reside, together with a blank envelope and return envelope addressed to the Secretary (or designated professional firm) marked “Ballot” and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter after marking their ballot shall seal it in the blank envelope which, in turn, shall be placed in the second envelope addressed to the Secretary (or designated professional firm). The inspectors of election (or designated professional firm) shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters. The results of the voting shall be announced at the Annual General Meeting and/or published on the ASDCA website and in the ASDCA Newsletter upon certification of the election and after the candidates have been notified of the results.

(f) When the deadlines referenced by the dates listed in Article V, Sections 3 and 4 falls on federal holidays and U.S. mail is not delivered, the deadline shall be extended to the next day when U.S. mail is delivered.

(g) Nominations for election of Officers and Directors cannot be made at the Annual meeting or in any manner other than as provided above.

ARTICLE VI
Committees

SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dogs shows, obedience trials, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.

ARTICLE VII
Discipline

SECTION 1. American Kennel Club Disciplinary Action. Any member who is suspended from any or all privileges of the American Kennel Club automatically shall be suspended from the privileges of this club for a like period.

SECTION 2. Charges. Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary, together with a deposit of Seventy five ($75.00) Dollars which shall be forfeited if such charges are not sustained by the Board of Directors following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board of Directors or present them at a Board of Director’s meeting. The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or of the breed. If the Board of Directors considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the breed, it may refuse to entertain jurisdiction. If the Board of Directors entertains jurisdiction of the charges, it shall fix a date for the Hearing by the Board of Directors or a committee of not less than three (3) members of the Board of Directors 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 certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses if desired. The Board of Directors and or committee may conduct the Hearing via telephone conference if an Annual Board meeting is not scheduled to occur during the designated Hearing period.

SECTION 3. Board Hearing. The Board of Directors or Committee 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 of Directors or Committee may, by a majority of those present, reprimand the defendant, and/or suspend
the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing or until the next Annual meeting, if that will occur after the expiration of six (6) months. If the Board of Directors or Committee deems that punishment is insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before the membership at the ensuing
Annual Club meeting which considers the recommendation of the Board of Directors or Committee. Immediately after the Board of Directors or Committee has reached a decision, its findings shall be filed, in written form, with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board of Directors or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his or her own behalf although no evidence shall be taken at this meeting. The President shall read the charges, the findings and the
recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. The regular members present at the meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the Annual meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand. Once a member is expelled from the ASDCA, he or she will no longer be eligible for reinstatement to the club.

ARTICLE VIII
Amendments

SECTION 1. Amendments to the Constitution and Bylaws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20%) percent of the regular membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted by the Secretary to the members with recommendations of the Board of Directors for a vote within three (3) months of the date the petition is received by the Secretary.

SECTION 2. The Constitution and Bylaws and the Standard for the breed may be amended at any time, provided a copy of the proposed amendment has been mailed by the Secretary to each regular member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual-envelope procedures described in Article V, Section 4 (e) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than thirty (30) days after the date postmarked by which the ballots must be returned to the Secretary. The favorable vote of two-thirds (2/3) of the regular members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

[SECTION 3. No amendment to the ASDCA constitution, Bylaws, or the Standard for the Anatolian Shepherd Dog breed that is adopted by the ASDCA shall become effective until it has been approved by the Board of Directors of the American Kennel Club.]

ARTICLE IX
Dissolution

SECTION 1. The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members in good standing. In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary 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 property and assets shall be given to a charitable organization for the benefit of dogs to be selected by the Board of Directors.

ARTICLE X
Order of Business

SECTION 1. At meetings of the Club, the order of business, so far as the Character and nature of the meeting may permit, shall be as follows:
Roll Call
Minutes of the last meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Reports of Committees
Unfinished Business
New Business
Adjournment

SECTION 2. At meetings of the Board of Directors, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of the minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished business
New business
Adjournment

ARTICLE XI
Parliamentary Authority

SECTION 1. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.