ARTICLE I -- NAME AND OBJECTS

SECTION 1. Name.

The name of the Club shall be: "THE GERMAN SHEPHERD DOG CLUB OF AMERICA, INC."

SECTION 2. Objects. The objects of the Club shall be:

a. To encourage, promote, and improve the breeding of quality purebred German Shepherd Dogs, to educate the fancy, and to do all possible to bring the natural qualities of the German Shepherd Dog to perfection

b. To urge members and breeders to accept that standard of the breed, as approved by the American Kennel Club, as the only standard of excellence by which the German Shepherd Dog shall be judged

c. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, and tracking tests

d. To aid with every possible means in demonstrating the German Shepherd Dog's conspicuous ability as a companion, war, Red Cross, police, drug and explosive detection, security, herding, search and rescue dog, and guide dog for the blind

e. To conduct shows, obedience trials, demonstrations, etc., under the rules of the American Kennel Club, where applicable, and

f. To publish literature and periodicals in the interest of the German Shepherd Dog.

SECTION 3. Non-Profit Status.

The Club shall not be conducted or operated for a 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. The GSDCA, Inc., is a Federal Income Tax exempt organization operating under Section 501(c)(7) of the Internal Revenue Code.

ARTICLE II -- MEMBERSHIP AND ELIGIBILITY

SECTION 1. Membership.

Membership. There shall be one type of membership (except for present Life Memberships which the Club shall continue to honor) in an unlimited number. To be eligible, a person must be eighteen ( 18) years of age or older, in good standing with the American Kennel Club, and shall subscribe to the objects of the Club.

SECTION 2. Dues.

Members' dues shall be paid in advance and shall be payable on or before the first day of January of each year. There shall be an initiation fee for each new member. The amount of the Club's annual dues and the initiation fee shall be established by the Board of Directors. No member shall be entitled to vote on any Club business unless his/her dues have been paid for the current year. During the month of October, the Treasurer shall send to each member a statement of his/her dues for the upcoming year.

SECTION 3. Application for and Election to Membership.

a. Each applicant for membership shall apply on a form as provided by the Board of Directors. This form shall provide that the applicant agrees to abide by the By-Laws of the German Shepherd Dog Club of America and by the rules of the American Kennel Club. The prospective member shall submit payment for the Club's current year's dues with his application to the Club Treasurer. The names of the applicants shall be published in The German Shepherd Dog Review (Review) as soon as possible after the receipt of their application. The applicant will receive a letter granting the applicant all privileges of the Club, except the right to vote. Thirty (30) days following the publication of the Review magazine in which the name of the applicant is listed, the applicant will be granted the right to vote, provided no written objection has been filed with the Membership Chairman. If an objection is filed, a hold will be placed on such person's application pending expeditious investigation and a report will be submitted within forty-five (45) days to the Board of Directors by the Membership Chairman, for appropriate action by the Board.

b. Upon election, members shall be so notified by the Corresponding Secretary. Each new member shall receive a membership card, a copy of these By-Laws, a copy of the Standard of the German Shepherd Dog and other appropriate material. An applicant who has received a negative vote by the Board may be presented for membership by one of the applicant's endorsers at the next Annual Meeting of the Club. The Club may elect such an applicant by a favorable vote of 75% of the members present. Applicants for membership who have been rejected may not reapply within one year after such rejection.

SECTION 4. Termination of Membership.

Membership may be terminated:

a. By resigning. Any member in good standing, whose dues are current, may resign from the Club upon written notice to the Corresponding Secretary, except no members may resign when in debt to the Club.

b. By lapsing. A member's membership is considered lapsed if he/she has failed to pay his/her dues for any year by January 1 of such year and such members will be dropped from the roster of the Club as of that date. In no case may a person whose dues are unpaid as of the date of a Club meeting be entitled to vote at such meeting.

c. By expulsion. A membership may be terminated by expulsion as provided in Article Vll of these By-Laws.

SECTION 5. Good Standing.

A member in good standing is one whose dues are paid, and who is not under suspension by the German Shepherd Dog Club of America or the American Kennel Club.

ARTICLE III -- MEETINGS

SECTION 1. Annual Meeting.

The Annual Meeting of the Club shall be held in conjunction with the National Specialty if possible. The time and location is to be fixed by the Board of Directors, preferably between September 15 and November 15. Written notice of the Annual Meeting shall be mailed by the corresponding Secretary at least ninety (90) days prior to such meeting. The quorum for such meeting shall be 3%, or 200, of the membership in good standing, whichever is the lesser.

SECTION 2. Order of Business.

At the Annual Meeting, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

a. Roll Call

b. Minutes of Last Meeting

c. Report of President

d. Report of Secretaries

e. Report of Treasurer

f. Report of Committees

g. Election of Officers and Directors

h. Membership Application Review

i. Unfinished Business

j. New Business

k. Adjournment

SECTION 3. Special Meetings.

Special meetings of the Club may be called by the President, or by a majority vote of the Directors who are present at a meeting of the Board, or by a majority of the Board who vote for such meeting by mail, or by the Corresponding Secretary upon receipt of a petition signed by one hundred ( 100) members of the Club who are in good standing, within forty-five (45) days of the receipt of the petition. Such meetings shall be held at a time and place designated by the Board of Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary at least fourteen ( 14) days, and no more than twenty-five (25) days, prior to the meeting. The notice of the meeting shall state the purpose or purposes of the meeting, and no other Club business may be transacted. The quorum for such meeting is fifty (50) members of the Club who are in good standing.

SECTION 4. Regular Board Meetings.

Regular meetings of the Board of Directors of the Club shall be held on the last full weekend of January, April, and July and the day following the National Specialty. In the event of an emergency, the Board may change the date of the meeting by an affirmative vote of three-fourths (3/4) of the Board of Directors. Written notice of the dates and locations of such meetings shall be mailed by the Corresponding Secretary to each member of the Board of Directors at least twenty (20) days prior to the date of the meeting. A quorum for all Board Meetings shall be a majority of the Board.

SECTION 5. Order of Business.

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

a. Reading of the Minutes of the Last Meeting

b. Report of Secretaries

c. Report of Treasurer

d. Report of President

e. Report of Committees

f. Unfinished Business

g. Election of New Members

h. New Business

i. Adjournment

SECTION 6. Conduct of Business by Mail.

The Board of Directors may conduct its business by mail or electronic means.

SECTION 7. Special Board Meetings.

a. Special meetings of the Board may be called by the President at any time. Written notice of such meetings shall be mailed by the Corresponding Secretary to each member of the Board at least ten ( 10) days prior to the date of meeting. The notice shall state the purpose or purposes of the meeting.

b. Special meetings of the Board must be called by the President without undue delay upon a written request of two-thirds (2/3) of the Board of Directors, stating the purpose of the desired meeting.

c. Written notice of such meeting shall be mailed by the Corresponding Secretary to each member of the Board at least ten ( 10) days prior to the date of the meeting. The notice shall state the purpose of the meeting and no other business shall be transacted.

SECTION 8. Conduct of Meetings.

At meetings of the membership and of the Board of Directors, "Robert's Rules of Order, Revised" shall govern parliamentary practice on all matters not covered in these By-Laws.

SECTION 9. Minutes of the Meetings.

The proceedings of these meetings (annual, special, regular) shall be recorded, and the Minutes published in the GSDCA Review. Such Minutes shall include the yeas and nays of all votes.

SECTION 10. Annual Financial Report. The Annual Financial Report of the GSDCA shall be published in the GSDCA Review in a timely manner.

ARTICLE IV -- DIRECTORS AND OFFICERS

SECTION 1. Board of Directors.

The Board of Directors shall be comprised of the Officers of the Club, and fourteen ( 14) other Directors. The Officers are elected for two-year terms. The Directors are elected for two-year terms, seven (7) elected in alternating years. The general management of the Club shall be entrusted to the Board of Directors.

SECTION 2. Officers.

The Club's Officers consist of the President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. They shall serve in their respective capacities, both in regard to the Club and its meetings, and the Board of Directors and its meetings.

a. 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 President in addition to those particularly specified in these By-Laws. The President shall be, ex-officio, a member of all committees, standing and ad hoc, appointed from time to time by the Board, except the Nominating Committee.

b. The Vice President shall have the powers, and exercise the duties of the President in case of the President's absence or incapacity and the Vice President shall assume the office of the President for the un-expired term in case of the President's death, or incapacity.

c. The Recording Secretary, or a designee, shall be responsible for the following: to take and to record minutes of all meetings of the members and of the Board; to furnish copies of all minutes to Board members in the form prescribed by the Board; mail the minutes of these meetings to the Board of Directors within thirty (30)days; maintain an up-to-date roll of the members of the Club with their addresses, and where possible, telephone numbers; and to carry out such other duties as are prescribed in these By-Laws and/or by the Board of Directors.

d. The Corresponding Secretary, or a designee, shall have charge of the correspondence of the Club, notify members of meetings, notify Officers and Directors of their election to office, keep a record of all votes taken by mail, and of all matters of which a record shall be ordered by the Club shall be kept, maintain an up-to-date roll of the members of the Club with their addresses and, where possible, telephone numbers, and carry out such other duties as are prescribed in these By-Laws and/or by the Board of Directors.

e. The Treasurer shall have a minimum of five (5) years of public or private accounting experience. The Treasurer, or a designee, shall collect and receive all monies due or belonging to the Club. He/she shall deposit the same in a depository satisfactory to the Board, in the name of the Club. Expenditures of funds shall be made by the Treasurer under authority granted by the Board. His/her books shall at all times be open to inspection by the Board, and at every meeting he/she shall report to the Board the condition of the Club's finances and every item of receipt or payment not before reported, and at the Annual Meeting he/she shall render an account of all monies received and expended by the Club during the previous fiscal year. The Treasurer shall maintain a roll of names, addresses and, if possible, telephone numbers of all the members of the Club.

If the Treasurer appoints a designee as provided above, such designee must be approved by the Board of Directors.

SECTION 3. Terms of Office.

Each Officer shall be elected for a two-year term. The President, Vice President, and Recording Secretary shall be elected for a two-year term when these By-Laws become effective. The Corresponding Secretary and Treasurer will be elected for an initial term of one year at the same time and will thereafter be elected for a two-year term.

SECTION 4. Vacancies.

Any vacancies occurring among the Board of Directors of the Club shall be filled by the ladder system using the names appearing for Directors on the ballot in the most recently completed Club election in accordance with the By-Laws. If no additional names, or an insufficient number of names, were on the ballot in addition to those elected, the vacancy or vacancies shall be filled by the Board. In case of a tie vote for a place on the election ballot, the Board shall break the tie.

Officers' positions that become vacant after election shall be selected by the Board except for the office of President, where the Vice President would succeed. A person filling such vacancy shall serve the remaining term of the person so replaced.

SECTION 5. Club Credentials.

Use of the Club stationery, past or present, or logos and insignia of the GSDCA, Inc., by any persons other than current officers and members of the Board of Directors, or anyone specifically authorized by the Board of Directors, is prohibited. Also restricted is use of such stationery for any purposes other than the official business of this Club.

SECTION 6. Security Bond.

Any Officer, Director, Club member, or other person handling substantial Club funds shall furnish a security bond in such amount as may be determined by the Board of Directors, the expense of such bond to be borne by the Club.

SECTION 7. Audit.

The Board of Directors shall cause an annual audit of t he Treasurer's records to be performed by a Certified Public Accounting firm.

ARTICLE V -- THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

SECTION 1. Club Year.

The Club's fiscal and official years start January 1 and end December 31. The elected Officers and Directors shall take office on the January 1 following the Annual Meeting.

SECTION 2. Voting.

At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for election of Officers and Directors, and except for amendments to the By-Laws and to 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. Annual Election.

a. At the Annual Meeting for the election of Officers and Directors, the vote shall be conducted by a ballot cast by mail.

b. In order to count, a ballot must be received by the agent appointed by the Board of Directors to tabulate the results, no later than midnight of the day one ( 1 ) week preceding the Annual Meeting of the German Shepherd Dog Club of America, Inc. A report of the results of such balloting shall be delivered in a sealed envelope to the Recording Secretary and the Corresponding Secretary by the agent, or its designees, prior to the Annual Meeting, and shall not be opened except at the Annual Meeting, in the presence of the members assembled. No ballots other than those mailed by the Corresponding Secretary, as specified in Article V, Section 4(d), shall count. The agent shall have been appointed in advance by the Board of Directors for the purpose of conducting the election. All ballots shall remain in the hands of the agent for a period of at least six (6) months subsequent to the election and then be destroyed by him. The accuracy and procedure of the agent shall be attested to by a designated auditing firm.

SECTION 4. Nominations and Ballots.

a. No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors at the January meeting. The Nominating Committee shall consist of four (4) members and four (4) alternates, none of whom shall be members of the Board of Directors or members of their immediate family or immediate household. One ( 1 ) member and one ( 1 ) alternate shall be chosen from each geographic section of the United States and its territories defined below:

• Northeast Section consisting of Maine, New Hampshire, Vermont, Massachusetts, Connecticut, Rhode Island, New York, New Jersey, Pennsylvania, Maryland, Delaware, and District of Columbia.

• Heartland Section consisting of Michigan, Indiana, Ohio, West Virginia, Virginia, Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and Puerto Rico.

• Mid-America Section consisting of Montana, Wyoming, Utah, Colorado, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Texas, Minnesota, Iowa, Missouri, Arkansas, Louisiana, Wisconsin, and Illinois.

• Western Section consisting of Washington, Oregon, California, Nevada, Arizona, New Mexico, Idaho, Alaska, and Hawaii.

• In addition, there shall be one ( 1 ) Board member or an alternate Board member serving as Chairperson of the Committee, both of whom shall be selected by the Board and who shall have a vote only in case of a tie. An alternate shall serve only in case a Nominating Committee member for whom he/she is an alternate is unable or unwilling to serve. The Nominating Committee shall meet by telephone conference call, arranged by the Chairperson of the Committee. Upon completion of the balloting, each member of the Nominating Committee shall verify his/her individual vote to the Chairperson. Such verification shall be made within seventy-two (72) hours, preferably by FAX machine, and must include the signature of the Committee member. The Nominating Committee shall nominate from among the members of the Club in good standing who are residents of the United States and its territories, one ( 1 ) candidate for each office scheduled to be filled in the upcoming election and seven (7) candidates for Directors, plus candidates for any vacancies which are to be filled. The Nominating Committee shall consider geographical representation on the Board to the extent that it is practicable. The Committee shall secure, in advance of the meeting, the written acceptance of each nominee to be considered, stating he/she will serve if elected. The Committee shall then submit its slate of candidates to the Corresponding Secretary, not later than 120 days before the Annual Meeting. The Corresponding Secretary shall mail the list to each member of the Club not later than ninety (90) days prior to the date of the Annual Meeting. A person serving on the Nominating Committee is not eligible to be a candidate for any position in said election.

b. Additional nominations may be made in written petition, addressed to the Corresponding Secretary and received at his/her regular address on or before sixty (60) days prior to the date of the next Annual Meeting, signed by twenty-five (25) members in good standing and accompanied by a written acceptance of each such additional nominee signifying his/her willingness to be a candidate. No person may be a candidate for more than one (1) position, and must meet the qualifications of sub-section (a), above.

c. If no valid additional nominations by written petition are received by the Corresponding Secretary at his/her regular address on or before sixty (60) days prior to the date of the next Annual Meeting, the Nominating Committee's slate shall be declared to have been elected, and no balloting will be required.

d. If one or more valid additional nominations are received by the Corresponding Secretary, he/she shall mail to each member in good standing, on or before thirty (30) days prior to the Annual Meeting, a ballot listing all of the nominees for each position in alphabetical order, together with an envelope addressed to the agent appointed to count the ballots. The envelope shall be marked "Ballot," and shall bear the name of the member by whom it was sent, so that the agent may check the credentials of such person.

SECTION 5. Terms of Office.

a. No person shall serve for more than eight (8) full consecutive club years, or for more than eight (8) years out of any ten ( 10) years on the Board of Directors.

b. Persons excluded from nomination in sub-section (a) above shall not be eligible for nomination as a Director or Officer of the Club until such time as two (2) consecutive official Club years have elapsed since such person has last served as a Director or Officer of the Club.

c. The President may serve only two (2) consecutive terms in such capacity.

d. No person shall be eligible for nomination as a Director or Officer if election to such office will occur prior to three (3) years of continuous membership in the Club immediately preceding such election.

ARTICLE VI -- COMMITTEES AND CHAIRPERSONS

SECTION 1. Appointment.

The Board of Directors may each year appoint chairmen and standing committees to advance the work of the Club in such matters as dog shows, obedience trials, and tracking tests, trophies, annual prizes, membership, club elections, and other fields which may be well served by committees. Such chairpersons and committees shall also be subject to the final authority of the Board of Directors. Special chairpersons and committees may also be appointed by the Board of Directors.

SECTION 2. Termination.

All appointed assignments terminate with the appointment and approval of a successor Chairperson. Any chairperson, committee or committee member appointed by the Board of Directors may be terminated by majority vote of the full membership of the Board of Directors. Written notice of such termination shall be given to the terminated chairperson, committee or committee member and the Board of Directors may appoint successors to those persons whose service has been terminated.

SECTION 3. Executive Committee.

The Board of Directors shall elect from its own ranks an Executive Committee consisting of the President, who shall be Chairperson, and four (4) additional members. The Executive Committee shall act for, and on behalf of, the Board of Directors in the intervals between meetings of the Board of Directors. Any action taken by the Executive Committee shall remain effective until the next regular or special meeting of the Board of Directors, at which time it shall be submitted to the Board for ratification.

SECTION 4. American Kennel Club Delegate.

The American Kennel Club delegate must be a member of the German Shepherd Dog Club of America, shall be appointed annually by the Board of Directors, and shall take charge of his/her office in the manner prescribed by the Board of Directors and by the American Kennel Club.

ARTICLE VII -- DISCIPLINE

SECTION 1. American Kennel Club Suspension.

Any member who is suspended from any of the privileges of the American Kennel Club shall automatically be suspended from all privileges of this Club for a like period.

SECTION 2. Charges.

a. Any member may prefer charges against any other 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 Corresponding Secretary, together with a deposit of fifty dollars ($50), either a certified check or money order, which shall be forfeited if such charges are not sustained. The Corresponding Secretary shall promptly notify the President, who shall fix a date for a review by the Executive Committee and the Committee shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the Committee considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or of the breed, it may refuse to entertain jurisdiction. If the Executive Committee entertains jurisdiction of the charges, it shall notify the Corresponding Secretary, who shall promptly notify the Board of Directors of the charges and of the date and place selected by the Executive Committee for a hearing by the Board of Directors, or by a Committee of not less than three (3) members of the Board to be appointed by a majority of the entire Board. Such hearing shall be held not less than three (3) weeks, nor more than three (3) months after the date the charges were filed. If the charges are entertained, the Corresponding Secretary shall promptly send one ( 1 ) copy to the accused member, by certified mail, together with a notice of the hearing and an assurance that the accused member may personally appear in his/her own defense and bring witnesses if he/she wishes.

b. No ex-member of the GSDCA who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our By-Laws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may reapply for membership for a minimum period of three (3) years following the resignation or lapsing. Upon reapplication to membership, the Board, at its discretion may extend the three (3) year minimum waiting period commensurate with the severity of the original charges and reapplication may not take place for two (2) years after the last turn-down by the Board.

SECTION 3. Board of Directors Hearing.

The Board of Directors or the Committee have complete authority to decide whether counsel may attend the hearing, but both the complaining member and the accused member shall be treated uniformly in this regard. Should the charges be sustained after the Board of Directors or the Committee has reviewed the documentary evidence and testimony presented by each party, the Board of Directors or the Committee may, by a majority vote of those present, suspend the accused member from all privileges of the Club for up to six (6) months from the date of the hearing or until the next Annual Meeting of the Club, if such meeting is scheduled to be held more than six (6) months after the hearing. If the Board of Directors, on recommendation of the Committee, deems the punishment to be inappropriate, they have the complete authority to set any punishment they may deem advisable in the circumstances, except expulsion from the Club. The Board of Directors may also recommend to the membership that the accused member be expelled from the Club, and the members shall consider such recommendation at the next Annual Meeting of the Club. The accused member may appear at the said Annual Meeting if he or she so desires. All decisions of the Board of Directors or the Committee with respect to the suspension or expulsion of a member of the Club shall immediately be filed in writing with the Corresponding Secretary. The Corresponding Secretary shall promptly 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 immediately following a hearing, and upon the recommendation of the Board of Directors or Committee as provided in Section 3 of this Article. The accused member shall have the privilege of appearing in his/her own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the accused member, if present, to speak in his/her own behalf. The members present at the meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, any unexpired terms of suspension shall stand.

ARTICLE VIII -- AMENDMENTS

SECTION 1. Proposals for Amendments.

Amendments to the By-Laws, as well as to the Standard of the German Shepherd Dog, may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary, signed by 10% or 300 of the membership in good standing, whichever is lesser. The petition must be received by the Corresponding Secretary no later than 45 days prior to the date of the next meeting of the Board of Directors in order to be considered at that meeting of the Board. Every petition shall be limited to one subject and must include the following: A) Petition subject must appear at the top of each page of the petition. B) Each member's signature, printed name and address, shall appear on a single line. C) The signature, printed name and address of the Petition Circulator must appear at the bottom of each page. Amendments proposed by such petition shall be promptly considered by the Board of Directors, and must be submitted to the members by the Corresponding Secretary for a vote. Mailings of such proposed amendments shall take place in February and August of each year, though the Board of Directors, by a two-thirds vote of the Board members present and voting, may establish additional mailing dates.

SECTION 2. Voting.

The By-Laws, as well as the Standard of the German Shepherd Dog, may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notification shall specify a date not less than thirty (30) days after the date of mailing, by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of two-thirds (2/3) of the members in good standing whose ballots are returned within the stated time limit, shall be required to ratify any such amendment.

SECTION 3. Effective Date.

No amendment to the By-Laws or to the Standard of the breed that is adopted by the Club shall become effective until after 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 concent of not less than two-thirds (2/3) of the members. In the event of the dissolution of the Club, except for the purposes of reorganization, whether voluntary or involuntary, or by operation of law, non of the property of the Club, nor proceeds thereof, nor any assets of the Club, shall be distributed to any members of the Club, but after the payment of the debts of the Club, its property and assets shall be given to a charitable, non-profit organization for the benifit of dogs. This organization shall be selected by the Board of Directors