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We updated our by-laws in Aug. of 2011. The major changes were going to quarterly meetings, establishing an associate membership, and taking the quorum to 20%.



























































































































































































































































































































Puget Sound Shih Tzu Fanciers
REVISED 8/20/2011

ARTICLE I -- Name and Objectives
SECTION 1.  The name of the Club shall be the Puget Sound Shih Tzu Fanciers.
SECTION 2.  The objectives of the Club shall be:
a)  to encourage and promote the breeding and showing of healthy purebred Shih Tzu and to do all possible to bring their best and natural qualities to perfection;
b)  to urge Members and breeders to accept and breed to the standard of the breed established by the American Shih Tzu Club (ASTC) and as approved by the American Kennel Club (AKC) as the only standard of excellence by which the Shih Tzu shall be judged;
c)  to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at AKC Shih Tzu Specialty Shows, AKC All-Breed Shows, AKC Obedience Trials, AKC Agility Trials, and AKC approved Matches, and Public Outreach Educational Events;
d)  to conduct sanctioned and licensed Specialty Shows, Obedience and Agility Trials and any other American Kennel Club performance events for which the Club is eligible under the rules and Regulations of the American Kennel Club;
e)  and to do all things necessary to promote and improve the breed.
SECTION 3.  The Club will not be conducted or operated for profit. No part of the financial receipts, treasury, property, or other assets of the Puget Sound Shih Tzu Fanciers will inure directly or indirectly to the benefit of, or be distributable to, any of its Officers, Directors or any other Member or private individual or entity, except the Board will be authorized to issue reimbursement for bona fide and properly documented expenses as allowed by law.
SECTION 4.  The Members of the Club will adopt and may from time to time revise such bylaws as may be required to carry out these objectives.

ARTICLE I -- Membership
SECTION 1.  Eligibility for Membership.  The Puget Sound Shih Tzu Fanciers welcomes applications for membership from any person in good standing with the American Kennel Club and who subscribes to the purposes of this Club. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders and exhibitors in the Washington State Puget Sound and surrounding area consisting of Pierce, King, and Kitsap Counties.  There will be five (5) types of memberships.
1)  Regular - Individual Member who enjoys all Club privileges including the right to vote and hold office.
2)  Household - Two adult Members residing in the same household, each eligible to one vote and to hold office.
3)  Associate – Individual Member who pays regular dues and retains all Club privileges except the right to vote or hold office and who does not count for purposes of determining a quorum. This membership is designed for Members who do not feel they will be able to attend over half of the yearly Meetings.
4)  Junior – Open to youth up to 18 years of age; a non-voting/non-office-holding membership at half the regular membership dues cost.  This may automatically convert to regular membership at age 18 upon payment of dues at that time, and
5)  Lifetime – An individual who has made significant contributions to the Puget Sound Shih Tzu Fanciers. Lifetime Members are Members who pay no dues but can vote and hold elected office and have all Club privileges.
SECTION 2.  Dues.  Membership dues will be as set in the standing rules- not to exceed $40 per year without amending these by-laws.  Dues are payable on or before the 15th day of January of each year.  No Member may vote whose dues are not paid for the current year.  During the month of November, the Secretary will send to each Member a statement of dues for the ensuing year.
SECTION 3.  Election to Membership.  Each applicant for membership will apply on a form as approved by the voting Membership and which will provide that the applicant agrees to abide by the Constitution and By-laws and the Standing Rules of the Puget Sound Shih Tzu Fanciers, the American Shih Tzu Club, and The American Kennel Club. The application will state at a minimum the name, address, and occupation of the applicant and it will carry the endorsement of two members in good standing. Accompanying the application, the prospective Member will submit dues payment for the current year, which will be pro-rated on a quarterly basis. 
All applications are to be filed with the Secretary. Each application is to be read at the first Meeting of the Club following its receipt.  At the next Club Meeting, the application will be read again and voted upon and affirmative votes of 2/3 of the voting Members present (voting will be by secret ballot) will be required to elect the applicant.
Applicants for membership who have been rejected by the Club may not re-apply within one year after such rejection.

SECTION 4.  Termination or Status Change of Membership. 
a)  Termination. Memberships may be terminated:
1.  By Resignation: Any Member in good standing may resign from the Club upon written notice to the Secretary; notice delivered to the Secretary, such delivery to include mail, email, scan or facsimile.  Email notification can be accepted as a valid notification if the sender’s email address is documented and easily recognized. No Member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and become due on the first (1st) day of each fiscal year. A resignation may be rescinded providing it has not been announced at a Meeting. When a Member resigns, there is no refund of dues or other monies that the Member may have donated/paid to the Club.
2.  By Lapsing: A membership will be considered lapsed and automatically terminated if the member's dues remain unpaid by January fifteenth (15th) of the fiscal new year. However, upon written request and a showing of good cause, the voting Membership may grant an extension not exceeding ninety (90) days.
3.  By Expulsion: A membership may be terminated by expulsion as provided in Article VI, Section 4.
b)  Change in Membership Status.  Regular Meeting attendance, input and involvement of all Club Members is required for a Club to be productive and function effectively in all proceedings.  In order for a Member to be thoroughly acquainted with Club affairs so that they will be able to make fully informed decisions when voting on issues, they must have been involved in the actual business of the Meetings and Club activities.
1.   A Regular Club Member or Household Member who has unexcused absences from half or more of the regular Meetings of the Puget Sound Shih Tzu Fanciers will automatically have their designated membership status changed to “Associate Member” for the following year.  The Member can once again be classified as a “Regular” Member once they have attended more than half of the regular Meetings in a year, or upon written request and a showing of good cause at the first meeting of the new year, the voting Membership may vote the member is to be reinstated to Regular Membership immediately.
2.  An Officer of the Club or Board Member will be removed from their position and replaced for the remainder of the two year term upon that Officer/Board Member having had unexcused absences from two Regular Meetings.
3.  Previous Members may reapply to the Club at any point if desired.

ARTICLE II -- Meetings and Voting
SECTION 1.  Club Meetings.  Regular Meetings of the Club will be held a minimum of 4 times during a year with at least one meeting held in each calendar quarter; Meetings may be added if approved by a majority vote of the voting Membership present. Meetings will be held in Washington State Puget Sound area consisting of Pierce King, and Kitsap Counties at such hour and place as may be designated by the membership during the general membership Meeting. Alternative Meeting sites may be chosen to facilitate scheduling the meeting.  Notice of each Meeting will be provided by the Secretary to all Club Members at least 5 days prior to the date of the Meeting by way of the US mail system and/or any common electronic means.  The quorum for such Meetings will be 20% of the voting Members in good standing.
SECTION 2.  Special Club Meetings.  Special Club Meetings may be called by the President, or by a majority of the voting Members who are present at any Regular Meeting; and will be called by the Secretary upon receipt of a petition signed by five Members of the Club who are in good standing. Date, time, and location of said Meeting will be determined based upon the same rules as stated for Regularly Scheduled Club Meetings (Article II, Sec. 1), and may be designated by the President or two other Officers.  Notice of such a Meeting will be provided by the Secretary at least 5 days prior to the date of the Meeting by means of mail or email, and said notice will state the agenda of the Meeting, and no other Club business may be transacted thereat.  The quorum for such a Meeting will be twenty percent (20%) of the voting Members in good standing. 
SECTION 3.  Board Meetings.  Meetings of the board of directors will be held a minimum of 4 times during a year with at least one meeting held in each calendar quarter; in Washington State Puget Sound area consisting of Pierce King, and Kitsap Counties or via telephone conference call or via video conference at such hour and place as may be designated by the board. Written notice of each such meeting will be mailed or emailed by the Secretary at least five days prior to the date of the meeting. The quorum for such a meeting will be a majority of the board present.
SECTION 4.  Special Board Meetings.  Special Meetings of the Board may be called by the President or by the Secretary upon receipt of a written request signed by at least three Members of the Board.  Such Special Meetings will be held in Washington State Puget Sound area consisting of Pierce King, and Kitsap Counties at such place, date and hour as may be designated by the person authorized herein to call such Meeting or via telephone conference call or via video conference.  Alternative Meeting sites may be chosen to facilitate scheduling the meeting.  Notice of such Meeting will be provided by the Secretary to all Members (unless the meeting is Disciplinary in nature, in which case notice will be sent to only Members of the Board) at least 5 days prior to the date of the Meeting by way of the US mail system and/or any common electronic means. In the event of an emergent situation, the requirement for notice contained in Section 3 above may be waived, and the President or the person authorized to call such Meeting and Board Members may be notified by telephone or email. Any such notice will state the purpose of the Meeting and no other business will be transacted thereat.  Board of Directors may participate in any Board or Committee Meeting via teleconference as outlined in Article II, Sec. 6.  A quorum for such a Meeting will be a majority of the Board Members present.  Given that there are only four regular Meetings, the Board is authorized to make decisions for the Club on emergent issues where time is of essence in the decision.
SECTION 5.  Voting.  To vote, a Member must be in good standing, present at the Meeting, and dues must be paid for the current calendar year.
a)  Each Regular Member is entitled to one vote. 
b)  The two Members of a Household Membership are individually designated as regular or associate members. 
c)  Lifetime Members are designated as regular or associate members. 
d)  Associate and Junior members are non-voting members.
e)  Absentee or proxy voting will not be permitted.
f)  Voting may be conducted during Board or Committee Meetings via teleconference or videoconference as outlined in Article II, Sec. 6, by means of which all persons participating in such Meeting can be heard by each other at the same time so the question can be properly debated.
SECTION 6. Electronic Communication. The Club may use electronic communication in the following manner:
a)  Email / text communication.   The Secretary may send notifications of Club and Board Meetings, dues notices, minutes and newsletters via email or text message to all Members who have signed the Puget Sound Shih Tzu Fanciers Electronic Communication Authorization Form agreeing to the use of this method of communication.  Notification of Board and Committee Meetings may be sent via email to those Board and Committee Members who have signed that same authorization.
b)  Teleconference/Videoconference Meetings.  Any or all Board Members may participate in any Board Meeting by conference telephone, videoconference, or similar communications equipment by means of which all persons participating in such Meeting can at a minimum hear each other, provided that every Member of the Board has agreed to use this method of communication. Such participation in a Meeting will constitute presence in person at the Meeting.
1.  Board Members and Committees can use teleconferencing.  All General Meetings should be held in person.
2.  Every Member of the Meeting group must have access to a phone or other electronic means to communicate audibly during the designated time of the Meeting. It is the responsibility of the person conducting the Meeting to make this determination.
3.  Each Board Member’s identity will be confirmed by voice recognition by two other Board Members on the call; and Committee Members’ identities will be validated by voice recognition by one other Committee Member.
4.  At the beginning of each debatable issue, each Member may announce his/her attendance at the request of the person conducting the Meeting to ascertain continued attendance by each Member.
5.  The same rules of Parliamentary Procedure apply to teleconferences as to face-to-face meetings, i.e., participants must be recognized by the President or Chair before speaking. A request to be recognized can be accomplished by a Member announcing their name and requesting the floor.
6.  Voting is accomplished by a roll call vote by the Secretary wherein all Members can participate in the prior debate and hear the vote of each other member.
7.  Every Board Member must sign the Electronic Communications Authorization form before the Board can meet via teleconference.
c)  Facsimile (FAX) communications. Except as otherwise provided by law or these Bylaws, any bona fide signature or written document transmitted by mail, scan, or facsimile will be deemed as acceptable as an original signature or document.

ARTICLE III – Directors and Officers
SECTION 1.  Board of Directors.  The Board will be comprised of the Officers and three other persons- all of whom will be Members in good standing and all of whom will be elected for two-year terms at the Club's Annual Winter Meeting of odd numbered years as provided in Article IV and will serve until their successors are elected.  General management of the club’s affairs will be entrusted to the Board of Directors.
SECTION 2.  Officers.  The Club's Officers, consisting of the President, Vice-President, Secretary, and Treasurer, will serve in their respective capacities both with regard to the Club, its Meetings and the Board and its Meetings.  Officers will each be elected to serve for a two-year term or until his/her successor is elected.  No one person will hold more than one Officer or Board position at a time; but an Officer or Board Member may hold a Committee Chair or Special Appointment position.
a)  President.  The President will preside at all Meetings of the Club and of the Board, and will have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws and the Standing Rules of the Puget Sound Shih Tzu Fanciers.
b)  Vice President.  The Vice President will have the duties and exercise the powers of the President in case of the President’s absence, death, or incapacity. 
c)  Secretary.  The Secretary will:
1.  Take minutes of all Meetings of the Club and of the Board - send copies of these Minutes to all Members through mail or email prior to the next scheduled Meeting;
2.  Notify Membership or Board of Special Meetings;
3.  Have charge of the correspondence;
4.  Notify Members of Meetings;
5.  Notify new Members of their election to Membership;
6.  Provide new Members with copies of Club Constitution, Bylaws, Standing Rules and Electronic Communications Release Form;
7.  Keep a roll of the Members of the Club with their addresses – providing a copy of this Membership list to all members by February of the new year;
8.  Maintain a log of motions made throughout the year for review at the Annual Winter meeting;
9.  Keep contact information up to date with the American Kennel Club and the American Shih Tzu Club, and their respective website contacts; and
10.  Carry out such other duties as are prescribed in these bylaws or the Standing Rules of the Puget Sound Shih Tzu Fanciers.
d)  Treasurer.  The Treasurer will collect and receive all moneys due or belonging to the Club. Moneys will be deposited in a bank designated by the Board, in the name of the Club. A report will be given at every meeting on the condition of the club’s finances and every item of receipt or payment not before reported; and at the Annual Winter meeting an accounting will be rendered of all moneys received and expended during the previous fiscal year with motion numbers recorded to support all expenditures. The Treasurer will prepare or arrange for the preparation of the Club’s required reporting of state and federal tax deposits and returns if needed.  The Treasurer is responsible for filing the proper paperwork in order to maintain incorporation for the Puget Sound Shih Tzu Fanciers within the state of Washington. 
All purchases with Club funds must be approved by the Club or Board and the appropriate motion number recorded with each expenditure.  The Treasurer must maintain copies of all receipts/invoices/or other legal documentation for all purchases with Club funds.  No person may be reimbursed from the Club account for personal monies spent without having received Board approval, as well as presenting “proof of purchase.”
SECTION 3.  Vacancies.  Any vacancies occurring on the Board or among the Offices during the term will be filled until the next election by a majority vote of the voting Members at the first regular Meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President will be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President will be filled as precedes.

ARTICLE IV -- The Club Year, Annual Meeting, Elections
SECTION 1.  Club Year.  The Club's fiscal year begins on the lst day of January and ends on the last day of December.  The Club's official year begins immediately at the conclusion of the election at the Annual Winter Meeting and continues through the election at the next Annual Winter Meeting.
SECTION 2.  Annual Meeting.  The Annual Meeting will be held in the Winter.  The new Officers and Directors will be elected in odd numbered years and take office immediately upon the adjournment of the Meeting, and each retiring Officer will turn over to his successor in office all properties and records relating to that office at that Meeting.
SECTION 3.  Nominations.  No person may be a candidate in a Club election who has not been nominated.  A Nominating Committee, appointed by the President and confirmed by majority vote of the voting Members at the Summer meeting of odd numbered years, will present a slate of nominees to the Secretary at least two weeks prior to the Fall meeting of odd numbered years, and the Secretary will mail these Nominations to the membership along with notice of the Fall Meeting. At the Fall meeting of odd numbered years, nominations can be made from the floor as follows:
a)    A Member being nominated from the floor must be present to be able to accept or decline the nomination.  If the Member realizes that he or she will be unable to serve if elected; the Member should request that his or her name be removed from nomination.
b)    A person can nominate himself or herself.
c)     A nomination does not need a second.
d)    A Member cannot be nominated for more than one office.
e)     Nominees do not have to leave the room during the nominations, when the vote is taken, or when the vote is counted.
f)     The presiding Officer can continue presiding, even if he or she is one of the nominees for the office
SECTION 4.  Elections.  Elections for Officers/Board Members for the ensuing two year period will be held at the Annual Winter Meeting of odd numbered years. Officers/Board Members will be elected from among those nominated in accordance with Section 3 of this Article. The nominated candidates receiving the greatest number of votes for each office will be declared elected.  The voting Members will vote on the proposed candidates by secret ballot unless there are no seats on the ballot with opposition, in which case a motion can be made to accept the slate as presented.  This motion requires only a majority vote, and a voice vote is taken.

ARTICLE V -- Committees
SECTION 1. Committee Appointments.  The President  may each year appoint standing Committees to advance the work of the Club in such matters as specialty shows, obedience trials, agility trials, trophies, annual prizes, membership, and other fields which may well be served by Committees.  Such Committees are always subject to the final authority of the Membership.  Special Committees may also be appointed by the President and approved of by motion of the Membership to work on particular projects.  Permanent Committees will be as follows – with other Committees formed on an as-needed basis and approved of by motion of the Membership:
a)  Show Committee.  The Show Chairman will be the head of the Show Committee.  The Committee is responsible for   planning, organizing, and conducting the Club’s conformation, performance and/or obedience specialty shows and sanctioned matches.
1.  Show Chairman.  The Show Chairman reports to the Board and will enlist their input in all matters possible. The Show Chair will be responsible for all licensed show trials and matches.  Duties include: 

In the event that there is more than one event in the year- each can have their own Show Chair. This is not an Officer or Board Position, and Show Chair may hold any elected position.
2.  Show report should include all known/projected costs/expenditures, information regarding Judge selection (discussed and voted upon by the voting Membership), ribbons, trophies, show site, classes offered, entry fees and contracts for discussion and approval by membership.  Trophy, Show Hospitality, and Raffle are subcommittees of the Show Committee, at the Show Chair’s discretion, and will report to the Show Chairman.  Other subcommittees will report accordingly.
3.  Club Treasurer must prepare and provide final balance/budget statement to be presented at the next scheduled general Meeting of the membership following completion of trial/show including number of final entries and money made/lost on the show.
b) Public Education Committee.  The Chairman of the Public Education Committee will be appointed by the President and approved of by motion of the Membership.  The Public Education Committee will coordinate Club participation at not less than two public education events (ie- meet the breed, seminars, etc.) per year and keep contact/meeting information up to date with the AKC Public Outreach Program.
SECTION 2.  Committee Appointment Termination.  Any Committee appointment may be terminated by a majority vote of the voting Membership, and the Membership may appoint successors to those persons whose services have been terminated.  Written notice will be provided to the appointee being replaced and the successor.

ARTICLE VI -- Discipline
SECTION 1.  American Kennel Club Suspension.  Any Member who is suspended from any of the privileges of The American Kennel Club automatically will 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.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00, which will be forfeited if such charges are not sustained by the Board following a hearing.  The Secretary will promptly send a copy of the charges to each Member of the Board, and the Board will first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club.  If the Board considers that the charges do not allege conduct that would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction.  If the Board entertains jurisdiction of the charges it will fix a date of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter.  The Secretary will 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 own defense and bring witnesses if he wishes.    
SECTION 3.  Board Hearing.  The Board will have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant will be treated uniformly in that regard.  Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of the voting Members present, reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing.  And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion.  In such cases, the suspension will not restrict the defendant's right to appear before his fellow Members at the ensuing Club Meeting which considers the Board's recommendation.  Immediately after the Board has reached a decision, its finding will be put in written form and filed with the Secretary.  The Secretary, in turn, will notify each of the parties of the Board's decision and penalty, if any. 
SECTION 4.  Expulsion.  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 will have the privilege of appearing in his own behalf, though no evidence will be taken at this Meeting.  The President will read the charges and the Board's findings and recommendations, and will invite the defendant, if present, to speak in his own behalf if he wishes.  The voting Members will then vote by secret written ballot on the proposed expulsion.  A 2/3 vote of the voting Members present at the Meeting will be necessary for expulsion.  If expulsion is not so voted, the Board's suspension will stand. 

ARTICLE VII -- Amendments
SECTION 1. Proposing Amendments.  Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) of the Membership in good standing.  Amendments proposed by such petition will be promptly considered by the Board of Directors and must be submitted to the Members with recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary. 
SECTION 2. Enacting Amendments. The Constitution and By-Laws may be amended by a 2/3 vote of the voting Members present at any Regular or Special Meeting called for the purpose, provided the proposed amendments have been included in the notice of the Meeting and mailed by the Secretary, by way of the US mail system and/or any common electronic means, to each Member at least ten (10) days  prior to the date of the Meeting. 

SECTION 1.  Member Self-Audit. The members will inspect the yearly statement given by the treasurer to ensure expenditures match the expenditures approved and recorded in the motions log.
SECTION 2. Financial Record Keeping.  A member of the club will take the records provided by the treasurer and enter the financial data into financial records software. A report will be provided to the Membership (with the Membership list) in February.
SECTION 3. Formal Audit. If requested, financial records will be provided to a club appointed Auditor who will review the details of all cash receipts and disbursements to ensure that proper invoices or other documentation adequately support all payments.  The audit will verify that bank reconciliations and that all local, state and federal fees and taxes are current.  It will confirm the status of Puget Sound Shih Tzu Fanciers as a Washington not-for-profit corporation is current.

ARTICLE IX -- Dissolution
SECTION 1.  Dissolution.  The Club may be dissolved at any time by the written consent of not less than 2/3 of the members.  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 will be distributed to any Members of the Club; but after payment of the debts of the Club, its property and assets will be given to a charitable organization for the benefit of dogs selected by the Membership. 

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, will be as follows:
Roll Call
Minutes of last meeting read / approved
Report of President
Report of Secretary
Report of Treasurer
Reports of committees       
Election of Officers and Board (at Winter Meeting of odd numbered years)
Review/Member Ratification of the Motions log for the year (Winter Meeting)
Financial Report (at Winter Meeting)
Election of new members
Unfinished Business
New Business
Brags (Optional)
SECTION 2.  At Meetings of the Board, the order of business, unless otherwise directed by majority vote of Board Members present, will be as follows:
Reading of minutes of last Meeting
Unfinished Business
New Business

ARTICLE XI – Parliamentary Rules of Authority
SECTION 1.  Order of Authority.  The rules governing a Club, beginning with the highest authority, are:  Laws of the State of Washington, Constitution and Bylaws, Parliamentary Authority, and Policies & Procedures.
SECTION 2. Parliamentary Authority. The parliamentary procedure rules contained in the 10th edition of “Robert’s Rules of Order, Newly Revised” will 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.
SECTION 3.  In the event that any provision in these Bylaws is found to be in conflict with any state or federal law or any of the rules and regulations of the AKC, that provision will be struck or revised to conform, and all other provisions of this document will remain in full force and effect.