Constitution 

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Article I - Name and Objects

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Section 1. The name of the club shall be Miniature American Shepherd Club of the Mid Atlantic, hereafter referred to as MASCMA, an affiliate the Miniature American Shepherd Club of the USA (MASCUSA).

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Section 2. The objects of the club shall be:

a. to encourage and promote quality in the breeding of pure-bred Miniature American Shepherds and to do all possible to bring their natural qualities to perfection;

b. to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which Miniature American Shepherds shall be judged;

c. to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, herding trials, obedience trials, agility trials, and all other club related activities;

d. to conduct sanctioned matches, specialty shows, herding trials and tests, obedience trials, agility trials or other companion or performance events under the Rules and Regulations of The American Kennel Club;

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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.

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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 objects.

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Bylaws

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Article II - Membership

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Section 1. Eligibility. There shall be three (3) types of membership open to all persons 18 years of age and older and one type for juniors who are under 18 years of age who are in good standing with The American Kennel Club and The Miniature American Shepherd Club of the U.S.A. Inc., and who subscribe to the purposes of this club.

1. Individual - Open to all persons eighteen years of age or older, residing in the United States. Individual memberships are entitled to one (1) vote and are eligible to hold office.

2. Joint - Open to persons eighteen years of age or older residing in the United States and residing in the same household. Joint memberships are entitled to two (2) votes and are each eligible to hold office, but not simultaneously.

3. Junior - Open to children under 18 years of age and must be sponsored by at least one member in good standing. Junior memberships are non-voting/non-office holding memberships. Junior membership may automatically convert to individual at the age of 18 for the remainder of that calendar year. 

4. Honorary - An individual who has made significant contributions to the sport, breed or the club; honorary members pay no dues and are eligible to vote. Criteria for eligibility to become an honorary member will be determined by the Board or a committee assigned to set criteria.

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Section 2. Dues. The amount of annual dues shall be set by the Board and shall not exceed $30.00 per year for Individual Membership (1 vote) and $60.00 per year for Joint Membership (2 votes) and dues are payable on or before the 1st day of January of each year. If current dues are changed, the membership will be notified by the 1st day of November of each year. No member may vote whose dues are not paid for the current year. During the month of November, each member shall receive a statement of dues for the ensuing year. If a person joins after October 1, they will be paid through the next year.

 

Section 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the MASCMA Club and which shall provide that the applicant agrees to abide by these constitution and bylaws and the rules of The American Kennel Club, and to receive club communications, surveys, and ballots according to member status. The application shall state the name and address of the applicant(s) accompanied by the endorsement of two members in good standing. Accompanying the application, the prospective member(s) shall submit dues payment for the current year. The applicant's name and state (or country) of residence shall be published in the club's newsletter not later than the first issue of the following month or by member email and shall remain open for protest until the vote of the Board. If the applicant(s) is(are) not protested in writing before the next meeting following these publications or within 60 days of receipt of application, the application will be voted on by the Officers and Directors.  If the applicant is protested in writing, the Officers will review and vote on the applicant(s) within 30 days of receiving the protest. An affirmative vote of ⅔ of the Officers shall be required to elect an applicant. An application which has received a negative vote by the board may be appealed to the board by a current member in good standing within 60 days of the date notification was provided to the denied member. A request for an electronic ballot will be sent within 120 days of receipt of the appeal to all current members in good standing. The electronic ballot results will be included in the next scheduled vote if that vote has been scheduled within a time period not to exceed 180 days past receipt of the appeal with each member having just one vote per person. A favorable vote of 75% of the members participating in the vote electronically or in person with a quorum is required. Applicants for membership who have been rejected by the club may not reapply within 12 months after such rejection.

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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. Dues obligations are considered a debt to the club and they become incurred on the first day of each fiscal year.

b.  by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year; however, the board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid.

c. by expulsion. A membership may be terminated by expulsion as provided in Article VIII of these bylaws.

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Article III - Meetings

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Section 1. Annual Membership Meeting. The annual meeting of the club shall be held in the month of January or in conjunction with a club's specialty show if possible, at a place, date, and hour designated by the Board of Directors. Written notice of the annual meeting shall be published in the club's newsletter or sent by member email notification at least 30 days prior to the date of the meeting. The quorum for members meetings shall be the presence in person or by electronic vote of 10% of the voting members in good standing. Approval of an item of business requires the vote of a majority of the votes cast in person or electronically, a quorum being present.

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Section 2. Special Membership Meetings. Special membership meetings may be called by the President or by a majority vote of the members of the board; or shall be called by the Recording Secretary upon receipt of a petition signed by 10% of the voting 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 meeting shall be published in the club's newsletter and/or by email at least 7 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be discussed. The quorum for members meetings shall be the presence in person and/or electronic vote of 10% of the voting members in good standing. Approval of an item of business requires the vote of a majority of the votes cast in person or electronically with a quorum being present.

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Section 3. Board Meetings. The first meeting of the board shall be held within 30 days after the elected officers and directors take office. Other meetings of the board of directors shall be held at such times and places or telephone/electronic conference call communication, as are designated by the President or by a majority vote of the entire board. If the date for the next board meeting was not determined during the last board meeting, a written notice,  which can be by email, should be provided to each member of the board prior to the date of the meeting. The quorum for a board meeting shall be a majority of the entire board. The phrase "entire Board" means the total number of directors entitled to vote which the club would have if there were no vacant director positions. Approval of an item of business requires the affirmative vote of a majority of the directors present, a quorum of the Board being present.

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Section 4. Board Business. Any action required or permitted to be taken by the Board or any Committee of the Board may be taken without a meeting if all members of the Board or committee consent to the adoption of a motion authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, electronically. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director. The resolution and the written consents will be filed with the minutes of the proceedings of the Board or committee.

 

Article IV - Directors and Officers

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Section 1. Board of Directors. The board shall be comprised of the officers and two to four directors, all of whom shall be members in good standing for a minimum of one (1) year, who are residents of the United States. They shall be elected for a two-year term as provided in Article IV, and shall serve until their successors are elected if after Jan 1 or until Jan 1 following the election if elected in November or December of the preceding year. General management of the club's affairs shall be entrusted to the board of directors.

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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. The President shall preside at all meetings of the club and of the board and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.

b. The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.

c. The Secretary shall keep a record of all meetings of the club and the board, of all votes taken and of all matters of which a record shall be ordered by the board. The Secretary shall have charge of the correspondence, process memberships and renewals of memberships, notify new members of their election to membership, notify members of meetings, notify officers and directors of their election to office, keep a roll of the members of the club with their addresses, prepare Board or member meeting minutes for approval electronically or by next meeting, and carry out such other duties as are prescribed in these bylaws.

d. The Treasurer shall be the custodian of the funds, securities and property of the club and shall keep regular books of account. The Treasurer shall collect and receive all monies due or belonging to the club and shall deposit the funds in a financial account designated by the Board in the name of the club. The President or one other Board approved board member will serve as additional signors on all bank accounts, however only one signature shall be required on checks. The elected Officers handling monies shall be bonded in such an amount as the Board of Directors shall determine. The Treasurer shall be responsible for filing all necessary IRS documents (unless other arrangements are made) as well as keeping all insurance policies up to date. Disbursements of $1,000 or more shall be Board approved prior to release and pre-approved if possible before the expense is incurred. The books shall at all times be open to inspection by the Board. The Treasurer shall reconcile the financial statement(s) monthly and archive the statements to the clubs electronic archive system. The Treasurer shall report to the Board at least quarterly the condition of the club's finances, including a summary of payments received and expenditures made during the previous quarter or not before reported. The Treasury books shall be internally reviewed upon election or replacement of a Treasurer by two or more non-board members who will be appointed by the board.

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Section 3. Vacancies. Any vacancies occurring on the board or among the officers during the year shall be filled until the next election by a majority vote of the members of the board, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the board. The Secretary shall notify the general membership of the Club by publication, email or electronic communication within 30 days of such appointment.

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Section 4. Club Property. Any club member utilizing club-owned property, in capacity as a member, an officer or representative, or a committee member, shall sign a "Property Agreement". The Secretary shall maintain this agreement which signifies that all club property is owned by the club and shall be relinquished upon request by the majority vote of the board. Property refers to, but is not limited to, printers, software, computers, dog show equipment, and the like.

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Article V - The Club Year, Voting, Nominations, Elections

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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 elected officers and directors shall take office on January 1st and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after leaving office.

 

Section 2. Voting. All voting shall be limited to those members in good standing who are present in person or voting electronically. The election of officers and directors, amendments to the constitution and bylaws shall be decided by written ballot cast in person at the meeting or electronically. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast in person at the meeting or electronically. Unless otherwise specified in these bylaws, the outcome of any vote, written or otherwise, shall be determined by a simple majority of those participating, a quorum being present or voting electronically at the meeting at which the votes are counted. All electronic votes must be sent in such a way that the member sending it can be verified by the Secretary. All required signatures must be verifiable signatures. 

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Section 3. Election. The election of officers and directors shall be conducted by ballot in present or by  ballot electronically delivered by any member in good standing. The nominated candidate receiving the greatest number of votes for each office shall be declared elected with a quorum voting. If any nominee, at the time the vote is counted, 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 3.

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Section 4. Nominations and Ballots. No person may be a candidate in a club election who has not been nominated in accordance with these bylaws. No person shall be a candidate for more than one position, and a candidate must be a member in good standing. A Nominating Committee shall be chosen by the board of directors on or before September 15th. The committee shall consist of three members in good standing, no more than one of whom may be a member of the current board of directors. The committee shall select a chairman. The Nominating Committee may conduct its business by mail, telephone or other electronic means.

a. The Nominating Committee shall nominate from among the eligible members of the club, one candidate for each office and for each position on the board of directors and shall procure the acceptance of each nominee. The committee should consider geographical representation of the membership on the board to the extent that it is practicable to do so. The committee shall then submit its slate of candidates to the board no later than September 21st. The board shall publish the slate, including the full name of each candidate and the name of the city, state in which she resides, in the next club newsletter or by email no later than October 1st, so that additional nominations may be made by the members, if they so desire.

b. Additional nominations of eligible members may be made by written petition with verifiable signature of the interested member stating the board position and accompanied with statements of support and verifiable signatures of two supporting members in good standing. These requests must be addressed to the Secretary and postmarked on or emailed by October 15th. 

c. If no valid additional nominations are postmarked on or before October 15th, the Nominating Committee's slate shall be submitted to the members at the annual meeting for election. If one or more valid additional nominations are postmarked on or before October 15th, the nominating committee will prepare a written ballot with the slate and all eligible candidates listed alphabetically for each position.

d. After board approval, the Secretary will email the ballot  to all members in good standing before November 1st. All electronic votes must be returned no later than 2 days before the date of the meeting for the election vote or by a date set on the ballot.  

e. The tally of all electronic votes will be conducted by the Secretary and will be presented at the annual or special meeting held between November 15 to December 31. The electronic votes will be added to the votes cast by ballot of those present. The outcome of all elections, ballots and voting will be sent to the Board. The Secretary will then email the results of the election or ballots to the membership within 5 days of the tally of the votes. 

 

Article VI - Committees

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Section 1. Committee Types. There shall be two types of committees. 

a. Committees of the Board which are Committees of 3 or more board members tasked to execute fact-finding, discipline, or other board specific duties. These committees tend to be specific and end once their purpose is fulfilled. Only Committees of the Board may exercise the authority of the Board, and only to the extent delegated by the Board and allowed by law.

b. Member committees are composed of members in good standing designed to work toward set goals that most times are in-going specific areas of interest to the purposes of the club such as breed education, performance events, or show committees. Each committee must have a charter. 

 

Section 2. Member Committee Appointment. The board may each year appoint committees to advance the work of the club in such matters as conformation events, performance events, companion events, awards, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the board and may have oversight from a Board liaison. Any individual appointed to a committee must be a member in good standing. 

Section 2. Committee Termination. Any committee or committee member's appointment may be terminated by a majority vote of the board upon written notice to the appointee. The board may appoint successors to those persons whose services have been terminated. Any person not in good standing is automatically removed from a committee appointment without notification. 

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Section 3. Committee Meeting Procedures. Each committee will keep regular minutes of its proceedings and report its actions to the Board. The Board shall select a chairperson for each committee. The chairperson of the committee shall establish the procedural rules for committee meetings and determine the time and place of meetings and the manner of sending notices of meetings to committee members, all subject to any contrary procedural rules established by the Board. Minutes of the committee meetings must be reported to the Board upon request. 

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Section 4. Specialty Committee Guidelines. For any specialty, the Board shall appoint a Show committee for all specialties held. The show Chair will also serve as the Liaison to Judges and will handle all correspondence with Judges. The Show Chair will not be permitted to show an owned or co-owned dog,  at the specialty. The committee members shall be allowed to enter and show their owned dogs so long as they have not had contact with the Judge regarding the specialty.

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Article VII – Communication

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Section 1. Communication by members and Board may be conducted via electronic means using email, telephone, Zoom, text, or messenger. Meetings and voting may be conducted by any of these means as long as each voting member can be reasonably verified by the Secretary and so long as the Secretary keeps a written record of all communications as it pertains to any ballots, surveys or voting. 

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Section 2. Communication to the Board of MASCUSA shall be done by a Liaison with the approval of the Board of MASCMA. The Secretary of MASCMA shall be the appointed Liaison and shall report all correspondence with the Board of MASCUSA to the Board of MASCMA within 5 days. If the Secretary is unable to act as Liaison to MASCUSA another Liaison can be appointed. All correspondence with the Board of MASCUSA is subject to inspection by the Board of MASCMA. The Liaison may be changed by the Board as needed. All information shared from the MASCUSA Board meetings is considered confidential to MASCUSA members only. 

 

Article VIII - Discipline

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Section 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of The American Kennel Club automatically shall be suspended from the privileges of this club for a like period.

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Section 2. MASCUSA Suspension. Any member who is suspended from any of the privileges of The Miniature American Shepherd Club of the USA automatically shall be suspended from the privileges of this club for a like period.

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Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the club or the breed. Written charges with specifications must be filed with the Secretary together with a deposit of $25.00, which shall be forfeited if such charges are not sustained by the board or a committee following a hearing. The Recording Secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, and the board 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 board 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 entertains jurisdiction of the charges, it shall fix a date of a hearing by the board or a committee of not less than three members of the board, not less than three weeks nor more than twelve weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail (return receipt requested) and shall send to both the complainant and the accused member the notice of the hearing stating that each party is required to appear and may bring witnesses, limited to not more than three witnesses each. The Board itself may prefer charges against a member for cause, in which case it shall provide written charges with specifications to the Secretary who shall promptly send a copy of the charges to the accused member by certified mail (return receipt requested), with a notice of the hearing as set forth above.

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Section 3. Board Hearing. The board or board 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. If the defendant fails to attend the hearing at the appointed time as directed, the hearing shall proceed without him. However, in the case of a member-initiated charge, if the complainant, unless excused by the Board, fails to attend at the appointed time as directed, the charges against the defendant will be dropped and the complainant will forfeit his deposit. After hearing all the evidence and testimony presented by complainant (if any) and defendant, the board or board committee may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the club for a specified period not to exceed 6 months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. Immediately after the board or board committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

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Section 4. Expulsion of Member. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board's recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the club to be held within 60 days but not earlier than 30 days after the date of the board's recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the board's finding and recommendation, and shall invite the defendant, if present, to speak on his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. 

 

A ⅔ vote of those present and voting at the meeting, a quorum being present, shall be necessary for expulsion. If expulsion is not so voted, the board's suspension shall stand.

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Section 5. Discipline of Board Member. Should charges be filed by, or against a member of the Board of Directors, said board member shall excuse themselves from further Board of Directors discussion and decision in this action. If that member is the Recording Secretary, then the charges will be sent to all Board members and the Board will appoint a Board member to assume the duties of the Recording Secretary in forwarding charges. 

Section 6. Reinstatement. Any member who has been expelled may be reinstated after one year. A petition for reinstatement may be sent to the board, signed by five members in good standing within one year, but not earlier than six months, of the date of expulsion, and must be accompanied by the written permission of the expelled member. A ballot will be sent electronically within 120 days of receipt of the petition to all current members in good standing as of the date of when the ballot is sent out or will be included in the next scheduled vote if that vote has been scheduled within a time period not to exceed 180 days past receipt of the appeal. A favorable vote of 75% of the voting members participating in person or by electronic ballot counted at the meeting is required. Reinstatement is available one time only and will not be considered if the member is expelled again after such reinstatement.

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Article IX - Amendments

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Section 1. Proposals. Amendments to the constitution and bylaws may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20% of the voting membership in good standing. Amendments proposed by such petition shall be promptly considered by the board of directors and must be submitted to the voting members with recommendations of the board by the Recording Secretary for a vote within 90 days of the date when the petition was received by the Recording Secretary.

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Section 2. Amendments. The constitution and bylaws may be amended at any time, provided a copy of the proposed amendment has been mailed by the Recording Secretary to each voting member in good standing on the date of mailing, accompanied by a written ballot on which a choice for or against the action to be taken shall be indicated. Notice with such ballot shall specify a date not less than 15 days after the date postmarked or date sent in accordance with procedures for electronic balloting, by which date the ballots must be returned to the Recording Secretary or designated independent professional firm to be counted. The favorable vote of ⅔ of the voting members in good standing who cast their votes in person or electronically, at a members meeting at which a quorum is present, shall be required to affect any such amendment. 

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X - Dissolution

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Section 1. Dissolution. The club may be dissolved at any time by the written consent of not less than 2/3 of the voting members and 2/3 of the Board of Directors of the Club 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, but after payment of the debts of the club its property and assets shall be given to a tax-exempt organization for the benefit of dogs selected by the board of directors.

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Article XI - Order of Business

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Section 1. Order of Business at Membership Meetings. 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:

1. Roll Call

2. Minutes of the last meeting

3. Report of President

4. Report of Secretary

5. Report of Treasurer

6. Reports of Committees

7. Election of New Members

8. Unfinished business

9. New business

10. Adjournment

 

 

Section 2. Order of Business at Board Meetings. At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

1. Roll Call

2. Minutes of the Last Meeting

3. Report of Secretary

4. Report of Treasurer

5. Reports of Committees

6. Unfinished Business

7. New Business

8. Adjournment

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Article XII - Parliamentary Authority

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Section 1. Parliamentary Authority. 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 in conflict with these bylaws and any other special rules of order the club may adopt.

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Article XIII - Indemnification of Directors and Officers

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Section 1. Right of Indemnification. The club will indemnify any person who is made, or is threatened to be made, a party to an action or proceeding by reason of the fact that he or she (or his/her testator or intestate) was a director or officer of the club. Such indemnification will be in accordance with and to the fullest extent permitted by the New Jersey Not-For-Profit Corporation Law or other applicable law, as such law now exists or is subsequently adopted or amended. It will apply to any action or proceeding or related appeal, whether criminal, civil, administrative or investigative, and will apply regardless of whether the director or officer is in office at the time of the action or proceeding. However, the club will indemnify a director or officer in connection with an action or proceeding initiated by that director or officer only if the action or proceeding was authorized by the Board.

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Section 2. Advancement of Expenses. The club may pay expenses incurred by a director, officer or Chairperson in connection with an action or proceeding described in Section 1 of this Article in advance of the final disposition of that action or proceeding. Such advances may be paid only if (a) the director, officer or Chair agrees in a signed writing to repay the advance if he or she is ultimately found not to be entitled to indemnification, and (b) the advance is approved by the Board acting by a quorum consisting of directors who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board may advance expenses under this provision without having to find that the director or officer met the applicable standard of conduct required for indemnification.

Section 3. Availability and Interpretation. To the extent permitted under applicable law, the rights provided in Sections 1 and 2 of this Article:

a. will be available with respect to events occurring prior to the adoption of this Article;

b. will continue to exist after any rescission or restrictive amendment of this Article with respect to events occurring prior to such rescission or amendment;

c. will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer (or his/her testator or intestate), on the basis of applicable law in effect at the time the rights are claimed; and

d. will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the club and the director or officer seeking such rights were parties to a separate written agreement.

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Section 4. Other Rights. The rights provided in Sections 1 and 2 of this Article are not exclusive of any other rights to which a director or officer of the club or other person may now or subsequently be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is expressly authorized. Without limiting the generality of this section, the rights provided in Sections 1 and 2 of this Article are not exclusive of any rights, pursuant to statute or otherwise, of a director or officer or other person to have his or her costs and expenses in an action or proceeding assessed or allowed in his or her favor, against the club or otherwise.

Section 5. Severability. If this Article or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article will remain fully enforceable. Any payments made pursuant to this Article will be made only out of funds legally available for such payments.