Bylaws

Section 1. Name.

The name of the Club shall be West Valley Dogsports, Inc, hereinafter referred to as the “Club.”

Section 2. Objectives.

The objectives of the Club shall be:

a. To encourage and promote canine sports demonstrating the ability and versatility of our canine companions in a spirit of good sportsmanship and responsible dog ownership.

b. To host only activities which do not discriminate on the basis of a dog’s parentage.

c. To educate and promote responsible dog ownership in the community.

Section 3. Non-Profit Status.

The Club shall not be conducted nor operate for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

Section 4. Revisions.

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


ARTICLE II

MEMBERSHIP

Section 1. Eligibility.

There shall be four types of membership open to those who subscribe to the purposes of this Club.

    1. Regular Membership is open to all persons 18 years of age or older. A Regular member pays dues, has one vote, may hold an elected office, and has all the normal duties, obligations and responsibilities of a member in good standing of the Club.
    2. Household Membership is open to all families residing in the same household where at least one person is at least 18 years of age or older. A family comprises such persons as habitually reside under one roof and form one domestic circle. A Household member pays dues, has two votes per membership, if 18 years of age or older may hold an elected office and has all the normal duties, obligations and responsibilities of a member in good standing of the Club.
    3. Junior Membership is open to all persons under the age of 18. A Junior member pays dues, has no vote, may not make motions, or hold office. Parental approval is required.
    4. Honorary Membership, subject to approval of the Board of Directors, may be awarded to those persons who have displayed significant service benefitting the Clubs objectives. An Honorary member’s approval is required. An Honorary member pays no dues, has no vote, and has no obligations or responsibilities of a member in good standing of the Club.
    5. No person may hold more than one membership.
    6. A member in good standing of the Club is not, as such, personally liable for the debts, liabilities, or obligations of the Club.
    7. Membership in the Club shall not vest in any member any distributions from the Club during the existence of the Club, but shall only entitle the member in good standing to vote at meetings of the members. Membership shall not be assignable inter vivos by any member in good standing, nor shall membership vest to any personal representative, heir or devisee.

Section 2. Dues.

  1. Membership dues shall be payable on or before the first day of August of each year. No member, whose dues are delinquent, may vote, conduct any official business or hold office in the Club. During the month of June, the Secretary shall send to each active member in good standing a statement of his or her dues for the following year.
  2. The amount of annual membership dues shall be established by the Board of Directors and approved by a majority of all members in good standing of the Club.

Section 3. Election to Membership

  1. Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by the bylaws of the Club.
  2. Applicants for membership may be elected to membership at any meeting of the Board of Directors or by written vote of the Board of Directors. Affirmative votes of 2/3 of the entire Board of Directors shall be required to elect an applicant. The Secretary shall by written notice notify each applicant of the outcome of the Board of Directors vote within 15 days.
  3. An applicant for membership who has received a negative vote by the Board of Directors may be presented to the membership of the Club at the next annual meeting and the membership may elect such applicant by a favorable vote of ¾ of the members voting. An applicant who has received a negative vote by the membership or the Board of Directors may not reapply for membership for a period of not less than six months from the date of the most recent denial. The Secretary shall by written notice notify each applicant of the outcome of the membership vote within 15 days. Upon denial of any application the submitted dues will be refunded with the written notice.

Section 4. Termination Of Membership.

Memberships may be terminated:

  1. BY DEATH OR RESIGNATION. The death of any member terminates the membership. Any member in good standing may resign from the Club upon written notice to the Secretary, but, no resignation shall be accepted from any member who is in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred the first day of September of each fiscal year.
  2. BY LAPSING. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid by the first day of November. In no case may a person whose dues are unpaid as of the date of any meeting be entitled to vote at that Club meeting, nor may he or she receive any Club information. However, the Board of Directors may grant an additional 60 days of grace in meritorious cases.
  3. BY EXPULSION. A membership may be terminated by expulsion as provided in Article VII of these Bylaws. At termination of membership the person must return all Club property. All persons wishing to rejoin the Club may re-apply for membership as a new member as provided in Article II of these Bylaws.
  4. BY FELONIOUS CONDUCT. A membership shall terminate if a member is found guilty of an animal related felony by a court of law.


ARTICLE III

MEETINGS

Section 1. Annual Meeting.

The annual meeting of the Club shall be held in the month of August, at a place, date and hour designated by the Board of Directors. Written notice of the meeting shall be mailed by the Secretary to each member in good standing at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 20% of the members in good standing.

Section 2. Special Club Meetings.

Special Club Meetings may be called by the President, a majority of the members of the Board of Directors who are present at a meeting of the Board of Directors or who vote by mail, or by a written petition signed by 10% of the members of the Club who are in good standing. The quorum for a special club meeting shall be 20% of the members in good standing.

Section 3. Regular Board of Directors Meeting.

The regular meeting of the Board of Directors shall be held within 30 days following the annual meeting.

Section 4. Special Board of Directors Meetings.

Special meetings of the Board of Directors shall be held at such times, places and dates as designated by the President or a majority of the Board of Directors. Special meetings of the Board of Directors shall be held upon fifteen days notice by first class mail or five days notice given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The notice shall be addressed or delivered to each Director or at the Director’s address as it is shown upon the records of the Club or as may have been given to the Club by the Director for purpose of notice.

Section 5. Quorum for Board of Directors Meetings.

Except as otherwise provided herein, a majority of the authorized number of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided such majority shall constitute either one third of the authorized number of Directors or at least two Directors, whichever is larger, or unless the authorized number of Directors is only one. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Except as the Articles of Incorporation, these Bylaws and the California Nonprofit Mutual Benefit Corporation Law may provide, the act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

Section 6. Participation in Meetings by Mail.

The Board of Directors may conduct their meetings through use of mail balloting. The Board of Directors shall establish a procedure for mailing and counting of ballots. At any Board of Directors meeting where a vote is cast by mail, the decision of the Board of Directors shall not be considered final until 30 days after the ballot has been mailed.

Section 7. Participation in Meetings by Conference Telephone.

The Board of Directors may conduct their meetings through use of conference telephone, electronic video screen communications, electronic chat, or other communications equipment, so long as all Directors participating in such meeting can communicate with all of the other Directors concurrently, each Director is provided the means of participating in all matters before the Board of Directors, including the capacity to propose, or to interpose an objection, to a specific action to be taken, and the Club adopts and implements some means of verifying that the person communicating by telephone, electronic video screen, or other communications equipment is a Director entitled to participate in the Board of Directors meeting, and that all statements, questions, actions, or votes were made by that Director and not by another person not permitted to participate as a Director.

Section 8. Waiver of Notice.

Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Club records or made a part of the minutes of the meeting.

Section 9. Adjournment.

A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 10. Action Without Meeting.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board of Directors and shall be filed with the minutes of proceedings of the Board of Directors.

Section 11. Rights of Inspection.

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Club of which such person is a Director, for a purpose reasonably related to that person’s interest as a Director.

Section 12. Voting on New Members.

The Board of Directors shall adjourn and reconvene in a closed session to vote on new memberships.

Section 13. Conduct of Meetings.

Meetings of the members or of the Board of Directors shall be presided over by the President of the Club or, in his or her absence, by the Vice-President of the Club or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Club shall act as secretary of all meetings of the members or of the Board of Directors, provided that, in his or her absence, the Presiding Officer shall appoint another person to act as secretary of the meeting. All meetings shall be governed by “Roberts’ Rules of Order”, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with provisions of law.


ARTICLE IV

DIRECTORS, OFFICERS AND COMMITTEES

Section 1. Number of Directors.

The Club shall have nine Directors, who are and have been members in good standing for a minimum of six months prior to election, who shall be the President, Vice-President, Secretary, Treasurer, Immediate Past President, and four other Directors. If no Past President exists, the position will be filled by the election of an At-Large Board position. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Section 2. Powers.

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of this Club, the activities and affairs of the Club shall be conducted and all Club powers shall be exercised by or under the direction of the Board of Directors.

Section 3. Duties.

It shall be the duty of the Directors to:

    1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
    2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents and employees of the Club.
    3. Supervise all agents and employees of the Club to assure that their duties are performed properly.
    4. Meet, at their own expense, at such times and places as required by these Bylaws.
    5. Register their addresses with the Secretary of the Club and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 4. Terms of Office

Each Director, with the exception of the Immediate Past President shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies. There shall be no term limits except for the Immediate Past President who shall serve for only one year following his or her Presidency. Each retiring Director shall turn over to his or her successor all properties and records relating to that position at the annual meeting.

Section 5. Compensation.

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the Club in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

Section 6. Restriction Regarding Interested Directors.

Notwithstanding any other provision of these Bylaws, not more than 49% of the persons serving on the Board of Directors may be interested persons. For purposes of this Section, “interested persons” means either:

    • Any person currently being compensated by the Club for services rendered it within the previous twelve months, whether as a full or part-time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director;

or

    • Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 7. Vacancies.

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 7221 and following of the California Nonprofit Mutual Benefit Corporation Law. If the Club has less than fifty members, Directors may be removed without cause by a majority of all members, or, if the Club has fifty or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. Any Director missing three Board of Directors meetings during their term are subject to recall. An affirmative vote of six Directors is needed to confirm a recall. No Director may resign if the Club would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held specifically for the purpose of filling the vacancy, or (3) a sole remaining Director. A vacancy in the office of the President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled according to this Section. Vacancies created by the removal of a Director may be filled only by the approval of the members. The members of this Club may elect a Director at any time to fill any vacancy not filled by the Board of Directors. A person elected to fill a vacancy as provided by this Section shall hold office until the next election of the vacated Board of Directors position or until his or her death, resignation or removal from office.

Section 8. Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Club.

Section 9. Indemnification of Directors, Officers, Employees and Other Agents.

To the extent that a person who is, or was, a Director, Officer, employee or other agent of the Club has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Club, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the Club but only to the extent allowed by, and in accordance with the requirements of, Section 7237 of the California Nonprofit Mutual Benefit Corporation Law.

Section 10. Insurance for Club Agents.

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Club (including a Director, Officer, employee or other agent of the Club) against any liability other than for violating provisions of law relating to self-dealing (Section 7233 of the California Nonprofit Mutual Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Club would have the power to indemnify the agent against such liability under the provisions of Section 7237 of the California Nonprofit Mutual Benefit Corporation Law.

Section 11. Number of Officers.

The Officers of the Club shall be a President, a Vice-President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The Club may also have, as determined by the Board of Directors, Assistant Secretaries, Assistant Treasurers, or other Officers.

Section 12. Qualification, Election, and Term of Office.

Any member, who has been in good standing for a minimum of six months, may serve as an Officer of the Club. The President must have previously served on the Board of Directors. No member in good standing may hold more than one office. Officers shall be elected by the members in accordance with Article VI of these Bylaws, and each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 13. Subordinate Officers.

The Board of Directors may appoint such other Officers or agents as it may deem desirable, and such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 14. Removal and Resignation.

Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Club. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the Club. If the Club has less than fifty members, Officers may be removed without cause by a majority of all members, or, if the Club has fifty or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

Section 15. Vacancies.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by approval of the Board of Directors or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held specifically for the purpose of filling the vacancy, or (3) a sole remaining Director. A vacancy in the office of the President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled according to this Section. Vacancies created by the removal of an Officer may be filled only by the approval of the members. The members of this Club may elect an Officer at any time to fill any vacancy not filled by the Directors. A person elected to fill a vacancy as provided by this Section shall hold office for the term of the vacated office until the next annual election of the Officers and Directors or until his or her death, resignation or removal from office. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled as the Board of Directors shall determine.

Section 16. Duties of President.

The President shall be the Chief Executive Officer of the Club and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Club and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Club, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

Section 17. Duties of Vice-President.

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. The Vice-President shall coordinate the various standing and/or special Committees.

Section 18. Duties of Secretary

The Secretary shall: Certify and keep at the principal office of the Club the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the Club or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Directors and of members, and, if applicable, meetings of Committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the Club and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Club under its seal is authorized by law or these Bylaws. Exhibit at all reasonable times to any Director of the Club, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Club. Request an assistant or assistants to be approved by the Board of Directors. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 19. Duties of Treasurer.

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Club, and deposit all such funds in the name of the Club in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the Club from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Club as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Club’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any Director of the Club, or to his or her agent or attorney, on request therefor. Render to the President and Directors, at every meeting and whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Club. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Be bonded in the State of residency in such amount as the Board of Directors shall determine. Request an assistant or assistants to be approved by the Board of Directors. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 20. Compensation.

The salaries of the Officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Club, provided, however, that such compensation paid a Director for serving as an Officer of the Club shall only be allowed if permitted under the provisions of these Bylaws. In all cases, any salaries received by Officers of the Club shall be reasonable and given in return for services actually rendered for the Club which relate to the performance of the purposes of the Club. Reasonable expenses shall be reimbursed upon submission of receipts and Board of Directors approval is not required.

Section 21. Executive Committee.

The Board of Directors may, by a majority vote of Directors, designate two or more of its general members (who may also be serving as Officers of the Club) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board of Directors in the management of the business and affairs of the Club, except with respect to:

    1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
    2. The filling of vacancies on the Board of Directors or on any Committee which has the authority of the Board of Directors.
    3. The fixing of compensation of the Officers for serving on the Board of Directors or on any Committee.
    4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
    5. The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
    6. The appointment of Committees of the Board of Directors or the members thereof.
    7. The expenditure of Club funds to support a nominee for Director after there are more people nominated for Director than can be elected.
    8. The approval of any transaction to which the Club is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 7233 of the California Nonprofit Mutual Benefit Corporation Law.

By a majority vote of its Directors then in office, the Board of Directors may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two the number of its members, and fill vacancies therein from the members of the Club. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the Club’s records, and report the same to the Board of Directors from time to time as the Board of Directors may require.

Section 22. Other Committees.

The Club shall have such other Committees as may from time to time be designated by resolution of the Board of Directors to advance the work of the Club in various matters such as performance events, trophies, annual prizes, audit, nominating, international, membership, bylaws, publicity, budget and finance, education, grievance, history, and newsletter editing. Such other Committees may consist of members who are not also members of the Board of Directors. These additional committees shall act in an advisory capacity only to the Board of Directors and shall be clearly titled as “advisory” committees. Any Committee appointment may be terminated by a majority vote of the Board of Directors. Any appointee whose services are terminated shall receive written notice of termination. The Board of Directors may appoint successors to those persons whose services have been terminated.


ARTICLE V

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1. Execution of Instruments.

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Club to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks And Notes.

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Club shall be signed by two Directors of the Club.

Section 3. Deposits.

All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts.

The Board of Directors may accept on behalf of the Club any contribution, gift, bequest, or devise for the purposes of the Club.


ARTICLE VI

THE CLUB YEAR, VOTING, ELECTIONS, NOMINATIONS AND BALLOTS

Section 1. The Club Year.

The Club’s year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting. The Club’s fiscal year shall begin on the first day of April and end on the last day of March.

Section 2. Voting.

At the annual membership meeting or at a special membership meeting, voting shall be limited to those members in good standing who are present at the meeting. The annual election of Officers, Directors, and amendments to the Articles of Incorporation, Constitution and Bylaws shall be decided by a written ballot. Voting by proxy shall not be permitted.

Section 3. Annual Election.

The President with the approval of the Board of Directors shall select a three-member special Committee including the Secretary plus two alternates to receive and count the ballots for the annual election. The name of this Committee shall be known as “The Ballot Counting Committee.” Committee members shall be members in good standing who are neither members of the current Board of Directors, with the exception of the Secretary, nor candidates on the ballot. The nominee receiving the largest number of votes for each position shall be declared elected. If any nominee at the time of the meeting is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided for in these Bylaws.

Section 4. Nomination and Ballots.

No person may be a candidate in a Club election who has not been a member in good standing for at least six months and nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board of Directors at the annual meeting or soon thereafter, and this Committee shall consist of three members and two alternates, all members in good standing, not more than one of whom shall be a member of the current Board of Directors. The Board of Directors shall name a chairperson for the Committee. The Nominating Committee may conduct its business by mail.

    1. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and procure the acceptance in writing of each nominee so chosen. The Committee shall then submit its slate of candidates with the accompanying written acceptances to the Secretary who shall mail the list, to each member in good standing of the Club on or before the first day of June so that additional nominations may be made by the members if they so desire. No two members being related or living in the same household may be permitted to serve on the Nominating Committee at the same time.
    2. Additional Nominations of members in good standing, may be made by written petition signed by three members in good standing, to the Secretary and received at his or her regular address on or before the first day of July. A written acceptance from each additional nominee signifying his or her acceptance to be a candidate is required and shall be sent to the Secretary along with the petition. Additional nominations which are provided for herein may be made only from among those who have not accepted a nomination by the Nominating Committee.
    3. If no valid additional nominations are received by the Secretary on or before the first day of July, the Nominating Committee slate shall be declared elected and no balloting will be required.
    4. If one or more valid additional nominations are received on or before the first day of July, the Secretary shall on or before the fifteenth day of July, mail to each regular member in good standing a ballot listing all of the nominees for each position in alphabetical order.
    5. Nominations shall not be made in any manner other than provided above.

ARTICLE VII

DISCIPLINE

Section 1. Charges.

Any member in good standing may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club. Written charges with specifications shall be filed in duplicate with the Secretary together with a deposit of $100.00 which shall be forfeited if such charges are not sustained by the Board of Directors or the Grievance Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member in good standing of the Board of Directors or present them at a Board of Directors meeting, and the Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club. If the Board of Directors considers that the charges do not allege conduct that would be prejudicial to the best interest of the Club it may refuse to entertain jurisdiction of the charges. If the Board of Directors entertains jurisdiction of the charges it shall fix a date of hearing by the Board of Directors or a Grievance Committee of not less than three members of the Board of Directors, not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified return receipt requested mail together with a notice of the hearing and an assurance that the accused may personally or telephonically appear in his or her own defense and bring or present witnesses if he or she wishes.

Section 2. Board of Directors/Grievance Committee Hearing.

The Board of Directors or Grievance Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and accused shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and accused, the Board of Directors or Grievance Committee may, by a majority vote of the entire Board of Directors or Grievance Committee, suspend the accused from all privileges of the Club for not more than six months from the date of the hearing or until the next annual meeting, whichever is greater. And, if it deems that punishment is insufficient, it may also recommend to the membership that the punishment be expulsion. In such case, the suspension shall not restrict the accused person’s or Club’s right to appear before his or her fellow members at the ensuing Club’s annual meeting where the recommendations of the Board of Directors or Grievance Committee shall be considered. Immediately after the Board of Directors or Grievance Committee has reached a decision, its findings shall be put in writing and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 3. Expulsion.

Expulsion of a member of the Club may be accomplished only at the annual meeting of the Club following a hearing and upon the recommendation of the Board of Directors or Grievance Committee as provided in Section 3 of this Article. The accused shall have the privilege of appearing personally, on his or her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and the recommendations and shall invite the accused, if present, to speak on his or her own behalf. The membership shall then vote by secret written ballot on the proposed expulsion. A b vote of those members in good standing present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.


ARTICLE VIII

AMENDMENTS OF BYLAWS OR ARTICLES OF INCORPORATION

Section 1. Amendments to the Bylaws.

Subject to any provision of law applicable to the amendment of Bylaws of California Mutual Benefit Nonprofit Corporations, the Bylaws, or any of them, may be altered, amended, or repealed and a new Bylaws adopted as follows:

    1. In writing, to the Secretary, proposed by any Director, or by 20% of the membership in good standing. Such proposed amendment shall be promptly considered by the Board of Directors who shall prepare written recommendations. The Board of Directors shall select a date for a membership vote within three months of the date that the proposed amendment was received by the Secretary.
    2. The Secretary shall mail to each member in good standing, a copy of the proposed amendment, the Board of Directors recommendations, and the special meeting date, time and place. The favorable vote of 2/3 of the members in good standing, who vote at the special meeting, shall be required to effect any such amendment.

Section 2. Amendments to the Articles of Incorporation.

The Articles of Incorporation may be amended by the approval of the Board of Directors with the approval of the members of the Club.

Section 3. Certain Amendments.

Notwithstanding Section 2 of this Article, the Club shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this Club nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Club has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 8210 of the California Nonprofit Mutual Benefit Corporation Law.


ARTICLE IX

DISSOLUTION

Section 1. Dissolution.

The Club may be dissolved at any time by the written vote of not less than 75% of the members. In the event of the dissolution of the Club, other than for the purpose of reorganization, 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 charitable organization for the benefit of dogs selected by the Board of Directors.