BYLAWS OF SHASTA SPLASH DOGS
A California Nonprofit Public Benefit Corporation
ARTICLE 1: NAME AND PRINCIPAL OFFICE
Section 1: Name.
The name of this corporation is Shasta Splash Dogs Dock Jumping Club, hereinafter called Shasta Splash Dogs.
Section 2: Principal Office.
The principal office for the transaction of business of the corporation is fixed and located at PO Box 991264, Redding, Shasta County, California, 96099-1264. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another within the township of Redding’s sphere of influence. Any such change shall be noted by the Secretary, but shall not be considered an amendment to these Bylaws.
ARTICLE 2: PURPOSES
Section 1. Specific and Primary Purpose.
The specific purpose of Shasta Splash Dogs is to: operate an organization dedicated to promoting a positive experience and relationship for dog owners and their dogs through training and activities that maximize the potential of the human-animal bond; to educate the members and public about the sport of dog dock jumping; conduct training sessions and informal and formal events associated with dog activities; and to protect and advance the interests of dog activities by encouraging safety, sportsman-like competition, and responsible dog ownership.
Section 2. General Purpose.
This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for educational and charitable purposes.
ARTICLE 3: BOARD OF DIRECTORS
Section 1. Number.
The corporation shall have 7 directors and collectively they shall be known as the board of directors. 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 of Directors.
Subject to the provisions of the California Nonprofit Public 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, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 3. Qualifications for Directors.
Except by vote of a majority of the Board of Directors, membership of the board of Directors of this corporation shall be limited to residents or to persons in California.
All Directors must be 18 years of age and older.
Section 4. Nominations & Elections.
No person may be a candidate in a club election who has not been nominated.
Nominations for each position on the Board will be taken from the general membership at the August general meeting, provided that the person so nominated does not decline when their name is proposed.
(b) A member who is not present at the August meeting may be nominated if he/she has
agreed in advance that he/she would run for that board position.
The election is to take place each year at the regular September meeting. The nominated candidate receiving the greatest number of votes for each board position shall be declared elected.
Section 5. Duties.
It shall be the duty of the directors to:
Perform any and all duties imposed on them collectively or individually by law, by the
articles of incorporation of this corporation, or by these bylaws.
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 officers, agents, and
employees of the corporation.
Supervise all officers, agents, and employees of the corporation to assure that their duties
are performed properly
Meet at such times and places as required by these bylaws
Register their addresses with the secretary of the corporation and notices of meetings
emailed or telephoned to them at such addresses shall be valid notices thereof.
Section 6. Terms of Office.
Each director 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.
Directors shall not serve more than three (3) consecutive 1 year terms.
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.
Any vacancy in any office shall be filled by majority vote. The board shall take such action as its regular meeting following the occurrence of such vacancy. The President shall have the power to appoint an interim officer until such action by the board.
Section 8. Regular Meetings.
Meetings of the Board of Directors shall be held as needed at a location within the Redding area at such hour and place as may be designated by the Board. Notice of each meeting shall be e-mailed and/or telephoned by the Secretary in a reasonable amount of time before the meeting. The quorum for such meetings shall be four of the Board members.
Section 9. Special Meetings.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, the vice president, the secretary or by any two directors. Each director shall be given at least forty-eight (48) hours personal notice or, if by mail, seven (7) days from the date of such mailing, of such meeting for the business transacted at that meeting to be legal and binding.
Section 10. Quorum.
A quorum for the transaction of business at any meeting of the Board of Directors shall be simple majority of the members of the board present at the meeting.
Section 11. Manner of Action.
The act of a majority of the directors present at a meeting which a quorum is present shall be the act of the Board of Directors, unless the act of a greater or lesser number is required by law or by these Bylaws.
Section 12. Compensation, Expenses and Employment.
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 5 of this Article.
Section 13. Non-liability of Directors.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Any and all creditors of this corporation shall have recourse only to the assets of the corporation for payment.
Section 14. Accounting System and Reporting.
The Board of Directors shall have installed an accounting system which shall be adequate to the requirements of the operations of the corporation and shall require proper records to be maintained of all business transactions.
Section 15. Depository.
The board of Directors shall have the power to select one or more banks to act as depositories of the funds of the corporation and to determine the manner of receiving, depositing and disbursing the funds of the corporation and the form of checks and the persons by whom they shall be signed, with the power to change such banks and the persons signing such checks and the form thereof at will.
Those funds shall be paid out only on checks of the corporation or those approved by the corporation and signed by such officers as may be designated by the Board of Directors.
The signature of one (1) officer shall be appropriate for checks written for any amount under $5,000. The signature of at least two (2) officers shall be required on all checks for amounts of $5,000 or more.
ARTICLE 4: OFFICERS
Section 1. Officers.
The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. The Board of Directors may by majority vote, create new offices as deemed necessary and proper.
Section 2. Qualifications of Officers.
Only members of the Board of Directors may serve as officers of this corporation. Any member of the Board is eligible to serve in any office, except as precluded in these Bylaws. No director shall hold more than one office at any time.
Must be 18 years of age and older.
Section 3. Elections.
The election of the officers of this corporation shall be by ballot at the annual September meeting.
Section 4. Compensation.
Officers shall serve without compensation.
Section 5. Vacancies.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. 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 may or may not be filled as the board shall determine.
Section 6. Duties of the President.
The President shall be the Executive Officer of the corporation and subject to the control of the Board of Directors, except subject to those powers specifically mentioned in this section. He/she shall have the general supervision, direction and control of the business and affairs of the corporation. He/she shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 7. Duties of Vice-President.
In the event of absence, disability or refusal to act by the President, the Vice-President shall perform all the duties of the President, and in so acting, shall have all the powers of, and be subject to the restrictions upon the President. The vice president shall have other powers and perform such other duties as may be prescribed by law, the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.
Section 8. Duties of Secretary.
The Secretary shall, with the assistance of staff, keep or cause to be kept at the principle office of the corporation a full and complete record of proceedings of all meetings of the Board of Directors, with the time and place of holding how called or authorized, the notice thereof given, and the names of those present; keep the seal of the corporation (if there is one) and affix it to such papers and instruments as may be required; make service of such notices as may be necessary or proper; supervise the keeping of the records of the corporation; prepare a list of all members with their addresses and telephone numbers; and discharge such other duties as prescribed by the Board of Directors.
Section 9. Duties of Treasurer.
The Treasurer shall, with the assistance of staff, keep and maintain adequate and correct books of account showing the receipts and disbursements of the corporation, and an account of its cash and other assets, if any. Such books of account shall, at reasonable times, be open to inspection by any director. The Treasurer shall, with the assistance of staff, receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Directors; report to the board at every regular meeting; be bonded at the discretion and direction of the Board of Directors; file any financial reports required of the corporation; select the Certified Public Accountant to perform the annual audit to be presented to the Board of Directors at the annual meeting; and have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 10. Term of Office.
Officers of this corporation shall be elected for and expected to serve a term of one (1) year, or until their successors are elected.
Section 11. Re-election of Officers.
Officers shall not serve more than three (3) consecutive one (1) year terms in the same office.
ARTICLE 5: MEMBERSHIP
Section 1. Determination and Rights of Members.
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the articles of incorporation or bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions, and conditions.
Section 2. Qualifications of Members.
The qualifications for membership in this corporation are as follows:
Any person, including an individual or organization, that subscribes to the purposes and basic policies of the corporations and whose admission will contribute to the corporation’s ability to carry out its charitable purposes, shall be eligible for membership on approval of the membership application by the Board of Directors and on timely payment of such dues and fees.
Membership is open to all persons 18 years of age and older or anyone under the age of 18 with the consent of a parent or guardian, who subscribe to the purposes of this corporation.
Section 3. Admission of Members.
General membership shall be by application. Upon completion of the application, new members will be received into the general membership at meetings or by email notification. General membership will entitle these members to participate in general membership meetings and informal and formal events hosted by Shasta Splash Dogs. Each member is requested to volunteer to help with at least one event each year.
Membership shall not be discriminated against on the basis of race, color, nationality, sex, religion, sexual orientation, or on the basis of the breed, or mixed breeding of any club member’s dog(s).
Section 4. Fees, Dues and Assessments.
Each member must pay, within the time an on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. Those members who have timely paid the required dues, fees, and assessments and who are not suspended shall be members in good standing.
The annual dues payable to the corporation by members shall be in such amount as may be determined from time to time by resolution of the board of directors.
Section 5. Number of Members.
There is no limit on the number of members the corporation may admit.
Section 6. Membership Book.
The corporation shall keep a membership book containing the names and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporate’s principal office and shall be available for inspection by any director or member of the corporation during regular business hours.
The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member’s interest as a member.
Section 7. Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon member’s death.
Section 9. Termination of Membership
A membership shall terminate on occurrence of any of the following events:
Resignation of the member, on reasonable notice to the corporation.
Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board.
(c) Failure of the member to pay dues, fees, or assessments as set by the Board within thirty
(30) days after they become due and payable.
Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications.
Expulsion of the member based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the Shasta Splash Dog Rules and Code of Ethics of the corporation, or has engaged in the conduct materially and seriously prejudicial to the purposes and interests of the corporation.
Section 10. Procedure for Expulsion.
If grounds appear to exist for expulsion of a member under Article 5, Section 9 of these bylaws, the procedure set forth below shall be followed:
A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation’s records, setting forth the expulsion and the reason therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the board of directors in accordance with the quorum and voting rules set forth in these bylaws applicable to the meetings of the board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
Following the hearing, the board of directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the board shall be final.
If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.
Section 11. Rights on Termination of Membership.
All rights of a member in the corporation shall cease on termination of membership as herein provided.
Section 12. Place of Meetings.
Meetings of the club shall be held monthly at a location within the Redding area at such hour and place as may be designated by the Board of Directors. Notice of each meeting shall be e-mailed and/or telephoned by the Secretary in a reasonable amount of time before the meeting. The quorum for such meetings shall be those attending the meeting.
Section 13. Annual and Other Regular Meetings.
The members shall meet annually on the second Tuesday of September in each year, for the purpose of electing directors and transacting other business as may come before the meeting. Cumulative voting for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting and any reference in these bylaws to regular meetings of members refers to this annual meeting.
Other regular meetings of the members shall be held on the second Tuesday of each month at such hour and place as may be designated by the Board of Directors.
Section 14. Special Meetings of Members.
Special meetings of the members shall be called by the board of directors, or the president of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.
Section 15. Notice of Meetings.
Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given at least ten (10) but no more than ninety (90) days before the meeting date to each member entitled to vote at that meeting.
Notice of a members’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the members at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice. Or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by electronic transmission other means of written communication.
Notice of membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.
If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of the meeting or in any written waiver of notice:
Removal of directors without cause.
Filling of vacancies on the board by members.
Amending the articles of incorporation.
An election to voluntarily wind up and dissolve the corporation.
Section 16. Quorum for Meetings.
A quorum shall consist of a simple majority of the members present at a meeting.
In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person at the meeting, but no other business shall be transacted at such meeting.
Section 17. Majority Action as Membership Action.
Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these bylaws require a greater number.
Section 18. Voting Rights.
Each member in good standing shall be entitled to one vote at any meeting of the club at which he/she is present. There shall be one vote per paid membership. There shall be no proxy votes or absentee ballot votes for any reason. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by ballot.
Section 19. Conduct of Meetings.
Meetings of members shall be presided over by the president of the corporation or, in his or her absence, by the vice president of the corporations or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members, present in person. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Section 20. Action by Written Ballot Without A Meeting.
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4 of this article.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes cast was the same as the number of votes cast by ballot.
A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.
Section 21. Reasonable Nomination and Election Procedures.
This corporation shall make available to members reasonable nomination and election procedures with respect to election of directors by members. Such procedures shall be reasonable given the nature, size and operations of the corporation, and shall include:
A reasonable means of nominating persons for election as directors.
A reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reasons for the nominee’s candidacy.
A reasonable opportunity for all nominees to solicit votes.
A reasonable opportunity for all members to choose among the nominees.
Generally, any person who is qualified to be elected to the board of directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present a at the meeting in person.
Section 22. Action By Unanimous Written consent Without Meeting.
Except as otherwise provided in these bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
Section 23. Record Date For Meetings.
The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action shall be fixed pursuant to section 5611 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 6: COMMITTEES
Section 1. Appointment.
The Board may each year appoint Standing Committees to advance the work of the club in such matters as Sanctioned Jumps, Training, Fun Day Events, Annual 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. Special committees may also be appointed by the Board to aid it on particular projects.
Section 2. Reports and Action.
All committees appointed pursuant to this Article shall report all action taken by the aforesaid committees to the Board of Directors at the next regular meeting of the board following the action taken, and all action taken must be approved and ratified by the Board of Directors or it shall not be binding on the corporation.
Section 3. Quorum.
A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee.
Section 4. Termination.
Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.
ARTICLE 7: CORPORATE RECORDS – INSPECTION
Section 1. Records.
The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such accounts, books and records shall be kept at the principal place of business, as fixed by the Board of Directors from time to time.
Section 2. Inspection of Books and Records.
All books and records of the corporation shall, to the extent provided by law, be open to inspection by Directors in the manner prescribed by law.
Section 3. Certification and Inspection of Articles of Incorporation.
The corporation shall keep at its principal place of business a copy of its Articles of Incorporation, as amended or otherwise altered to date, certified by the Secretary of the State of California, which shall be open to inspection by the members of the Board of Directors.
Section 4. Certification and Inspection of Bylaws.
The corporation shall keep at its principal place of business the original or a copy of its Bylaws as amended or otherwise altered to date, certified by the Secretary of this corporation, which shall be open to inspection by the members of the Board of Directors.
Section 5. Annual Audit.
The Treasurer shall select each year a Certified Public Accountant to perform an audit of the books of the corporation, which shall be presented to the Board of Directors a the annual meeting. The Treasurer shall work in conjunction with the CPA in providing the CPA with complete, accurate, and expedient access to all records deemed necessary by the CPA.
ARTICLE 8: FISCAL YEAR
The fiscal year for this corporation shall begin on January 1 and shall end on December 31st.
ARTICLE 9: ADOPTION, AMENDEMENT AND REPEAL OF BYLAWS
Section 1. Adoption, Amendment or Repeal.
These Bylaws may be amended or repealed and new Bylaws adopted, by the vote of the majority plus one (1) of the director present and voting if there is a quorum, at a regular or special meeting of the Board of Directors. No amendment, repeal or adoption of these Bylaws shall be valid unless seven (7) days written notice is given of such intention. Proposed amendments to Bylaws and newly proposed by Bylaws shall be available in writing before any vote is taken to amend or adopt the Bylaws.
Section 2. Recordation.
If any bylaw is adopted, amended or repealed, such action shall be recorded in the Bylaws of the minute book in appropriate place.
Dated this 29th day of October 2012 at Redding, CA
This Certifies that I am duly elected, qualified and acting Secretary of said corporation, and that the foregoing Bylaws, consisting of thirteen (13) pages not counting this page, were adopted as the Bylaws of Shasta Splash Dogs on 29th day of October, 2012 at Redding, California.
I declare under penalty of perjury that the foregoing is true and correct, and this declaration was executed on the 29th day of October, 2012, at Redding, California.