Bylaws Splash ‘n Dash K9 Sports, Inc.
Article I – Name and Objectives
Section 1. The name of the group shall be Splash ‘n Dash K9 Sports, Inc. (hence forth referred to as the “Club”)
Section 2. The objectives of the Club shall be:
- To encourage and promote all dog-related sports;
- To protect and advance the interest of all dogs by encouraging responsible dog ownership;
- To educate students through classes, seminars, guest speakers, meetings, run-throughs, trials and matches;
- To encourage sportsmanlike competition and conduct sanctioned canine sporting events;
- To educate instructors in the interest of providing students with top quality dog training experiences in the classes offered. The Club will provide comprehensive and ongoing instructor training through both intramural and extramural courses and seminars;
- To educate the general public, through onsite and offsite demonstrations.
Section 3. The group shall be operated as a non-profit organization; eligibility and requirements for membership are set forth in Article II, Section 1 of these Bylaws.
Section 4. All equipment is owned and maintained by Splash ‘n Dash K9 Sports, Inc.
Article II – Membership
Section 1. Eligibility. Membership is open to any person who is 18 years of age or older, subscribes to the objectives of the Club, agrees to abide by its Bylaws, and is active in dog-related sports. Members must agree to abide by the regulations established by the Club and any organization with which the Club is affiliated. Benefits and requirements of membership will be determined, adapted and enforced by the Membership Committee (see Article VII) with the approval of the Board. A copy of the current benefits and requirements will be posted on the Club website and a written copy will be available at the Club training facility.
Section 2. New Members. The Membership Committee will review membership applications and nominate new members, circulating their names among the membership prior to a vote for acceptance. To be accepted for membership, nominations require approval of a majority of the Voting Members (see Section 3 below) in attendance or via email response (if electronic).
Section 3. Lifetime Membership.
- At the discretion of the Club, lifetime membership may be bestowed on any individual who has provided service to the Club which the Board agrees is befitting.
- Lifetime members are exempt from payment of membership dues.
- Lifetime membership is non-transferable.
- The roster of Lifetime Members will be maintained by the Membership Committee.
Section 4. Voting Members. All lifetime members and members whose dues are paid for the current year and are in good standing according to the provisions of the Membership Committee are hereby defined as “Voting Members” or “Members in Good Standing”.
Section 5. Dues.
- Annual dues are determined by the Membership Committee with the approval of the Board of Directors.
- Dues are payable in full once per year on or before February 1st.
- New Members. Members elected January 1st through June 30th shall pay dues for the full year. Members elected July 1st through December 31st shall pay dues for half the year.
- Non-Payment. No member may vote whose dues are not paid for the current year. At the Board’s discretion, a thirty (30) day extension of membership with loss of voting privileges may be granted.
- Any member whose membership has lapsed may be reinstated with approval of the Voting Membership and payment of current dues.
Section 6. Termination.
- Lapsed Members. Membership will be considered as lapsed and automatically terminated if current dues remain unpaid at the end of the thirty (30) day extension.
- Any Member in Good Standing may resign from the Club upon written notice to the Board.
- A membership may be terminated by expulsion as provided in Article VIII of these Bylaws.
Article III – Meetings
Section 1. Club Meetings.
- Meetings shall be held no less than annually at a time and place designated by the Board of Directors. The Board may, at its discretion, opt to schedule meetings at a set time and place for the convenience of the membership.
- Membership meeting notices, including prior meeting minutes, will be sent to all Voting Members prior to a scheduled meeting and will include prior meeting minutes. Notices of meetings for the purpose of elections or changes in the Bylaws will be sent to all Voting Members with sufficient time for review in advance of such meeting.
Section 2. Quorum.
- Membership Meetings – A quorum is not required for votes of the membership.
- Board Meetings – For the purposes of Article III, a quorum at a Board meeting shall consist of no less than 50% of the Board and shall include at least two (2) officers. A quorum is required for all votes of the Board.
Section 3. Voting.
- Voting can be conducted at a regular or special meeting of the Club, via electronic vote or via USPS.
- Each Voting Member is entitled to one (1) vote. For family memberships, each adult member of the family is entitled to one (1) vote.
- With the exception of expulsion of a member or dissolution of the Club, an affirmative vote shall be a simple majority of those present or responding electronically.
- Proxy voting is permitted only in the case of Dissolution of the Club.
- Financial: Major changes in Club policy and non-recurring financial expenditures in excess of ($200) will be voted on at regular or special meetings.
- Emergency financial expenditures by Board-approved members must be authorized by the Treasurer and reported at the next regular meeting.
Article IV – Board of Directors
Section 1. Board of Directors.
The Board shall be comprised of 4 officers (as stated in Article IV, Section 2) and 3 (three) Members in Good Standing.
Section 2. Officers. President, Vice President, Secretary, and Treasurer.
Section 3. Responsibilities of the Club Officers.
The Board shall have general charge of the affairs, funds, and property of the Club and it shall carry out the objectives and purposes thereof in accordance with the policies and directions of the membership.
Section 4. Qualifications.
All members of the Board must be Club Members in Good Standing and be willing to carry out the functions of their offices in a timely manner as determined by the Board and the membership.
Section 5. Compensation.
No compensation shall be paid to the members of the Board of Directors for their services as Directors, but at the discretion of the Board of Directors, may be reimbursed for travel and actual expenses necessarily incurred by them in the performance of duties on behalf of the Club.
Section 6. Election and Terms of Officers. The terms for all Board members will be as set forth below:
- Each officer of the Board shall serve for 2 (two) years.
- Terms of the Board commence on the first day of the calendar year.
- There is no limit on the amount of terms that each Board member may serve.
- Board terms will be staggered in order to maintain appropriate expertise and consistency in leadership.
- Officers shall be elected by a vote of the Members in Good Standing via electronic vote or at a special election meeting to be held annually no later than December 15. Deadlines and procedures for the special election meeting shall be determined by the Nominating Committee.
- In the event that the special election is delayed for reasons beyond the control of the Club, elections will take place as soon as practical thereafter.
Section 7. Duties of the Officers.
- The President shall be the presiding officer at all regular and special meetings of the Club and the Board of Directors and will have the duties and powers normally appurtenant to the office. The President will give such supervision to the Group as may be necessary to affect its purpose and to adhere to the Constitution and Bylaws of which he/she must have working knowledge. The president shall also function as the resident agent for the Club as an artifact of its existence as a non-profit corporation residing in the state of PA. The President will act as Treasurer in the event of a vacancy.
- Vice-President. The Vice President shall have duties as may be assigned by the President or the Board and shall carry out the duties of the President when the President is unable to carry out those duties.
- The Secretary will keep a record of all meetings of the Club, of all votes and all matters of which a record will be ordered by the Club. The Secretary will have charge of the correspondence, notification of members of the Club meetings, notification of new members, notification to the Board of their election to office, keep a roll of the membership and their addresses, and carry out such other duties as are presented in these Bylaws.
- The Treasurer will receive and disburse all funds of the Club in a timely manner; will deposit same in an account in the name of the Club in a bank insured by the FDIC and satisfactory to the Board; maintain the accounting records of the Club and make them available for review and independent audit as directed by the Board or government agency. The books will at times be open to inspection by the officers and Board and the Treasurer will provide a financial report at every general membership and Board meeting of the Club.
Section 8. Nominations/Elections and Voting. No person may be a candidate who has not been nominated in accordance with these Bylaws. A Nominating Committee will be formed to facilitate the election process. Members of this committee will not be eligible for nomination to any office.
- From among the Members in Good Standing of the Club, not excluding current Board Members, the Nominating Committee will nominate one or more candidate(s) for each open office and for Board Members at Large (if needed). Persons so nominated must accept the nomination.
- Additional nominations may be made directly to the Nominating Committee or at any regular meeting by any Member in Good Standing prior to the date of election and/or publication of the slate of nominees. Persons so nominated must accept the nomination.
Section 9. Vacancies.
- Any vacancies occurring in the Board or among the officers during the term (except for the President) shall be filled at the earliest opportunity. Qualifications for candidates to fill vacancies are the same as described in Article IV, Section 8.
- The Vice-President shall automatically fill a vacancy in the office of the President.
- The President shall assume all responsibilities of the Treasurer until a replacement has been named.
Section 10. Board Transition. It is the responsibility of all outgoing Board members to ensure a smooth transition of the Club management. To that end, all Club property, records, and information held by outgoing Board members shall be forwarded to the newly elected officers by January 1.
Article V – Director Conflict of Interest and Fiduciary Duty
Section 1. Conflict of Interest.
The Club shall not be precluded from conducting business with any partnership, firm or company with which one or more Directors are associated, provided any business relationship is established and maintained on an arm’s length basis and subsequent provisions of this Section are met. Each Director shall disclose any actual or potential conflict between the Director’s personal interests and their duty to the Club. Any Director deemed by the Board to be disqualified because of an actual or apparent conflict of interest on any matter shall not vote or use his/her personal influence on the matter, and, for the purpose of voting on the matter that is subject to a conflict, shall not be counted in determining the quorum. This disqualification shall apply even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the effect on the quorum.
Section 2. Standard of Care and Fiduciary Duty. Each Director shall stand in a fiduciary relation to this Club and shall perform his/her duties as a Director, including his/her duties as a member of any committee of the Board upon which such directors may serve, in good faith, in a manner they reasonably believe to be in the best interests of the Club, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or failure to take action shall be presumed to be in the best interests of this Club. In performing his/her duties, each Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
- One or more officers or employees of this Club whom the Director reasonably believes to be reliable and competent in the matters presented;
- Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons; and
- A committee of the Board of the Club upon which the director does not serve, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
Directors shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such director’s reliance to be unwarranted.
Section 3. Factors Which May Be Considered by Directors.
In discharging the duties of their respective positions, the Board, committees of the Board and individual Directors may, in considering the best interests of the Club, consider the effects of any action upon employees, beneficiaries and others having dealings with the Club and all other pertinent factors.
Article VI – Club Year
Section 1. Club Year.
The Club’s fiscal year shall coincide with the calendar year commencing on the 1st day of January and ending on December 31st.
Article VII – Committees
Section 1. Standing Committees.
The Club will charter committees as needed. Committee chairpersons shall be sanctioned by the Board and chairperson changes shall be documented in the Board meeting minutes. Special Task Forces may also be appointed by the Board to aid in carrying out specific projects. The duration of a Task Force shall coincide with the duration of the project the Task Force was developed to complete. A current list of committee chairpersons and members will be available on the website.
Section 2. Representative Committee Roles and Responsibilities.
- Finance Committee – Oversees the financial operations of the Club including Budget and general accounting. The Treasurer will serve as the Chair of this committee and will report all committee activity to the Board on a regular basis.
- Marketing Committee – Develops and facilitates the public relations activities which will enhance and attract participation in the Club and further public awareness of the Club and its activities within the community.
- Curriculum Committee – Oversees the development of course materials for all educational activities of the Club. This committee is also responsible for the appointment and development of course instructors as appropriate.
- Membership Committee – Reviews all membership applications and maintains a roster of all current, delinquent and pending memberships. Determines, adapts and enforces membership benefits and requirements with the approval of the Board.
- Facilities – Oversees and manages the building and physical equipment owned and maintained by the Club.
- Trial – Plans, supervises and executes competitions/trials hosted by the Club. Separate committees will be formed for each venue and committee chairpersons will coordinate activities and resources.
- Scheduling – Oversees the scheduling of classes and maintains a schedule of building use for classes, run-thrus, meetings, seminars, events, and private lessons.
- Website – Oversees and maintains the Club’s official electronic media.
Section 3. Committee Member Requirements.
- In order to serve as a committee member, individuals must be Members in Good Standing of the Club or have special expertise in the subject of the committee on which they serve.
- Committee member terms are indefinite.
- Committee Members are expected to be forthcoming about any relationships they may have that could create a conflict of interest or the perception thereof. It is understood that this Member will abstain from votes or activities relative to the conflict (or may be instructed by the Board to do so).
Article VIII – Discipline
Section 1. Grounds.
Grounds for discipline shall include any action by a member which is prejudicial to the purposes and interests of the Club.
Section 2. Charges.
Charges may be brought by any Member in Good Standing against any other member for alleged misconduct prejudicial to the best interest of the Club Charges must be written, state the specific actions of the offending member, the consequences to the Club of those actions and the names of witnesses who can confirm or refute the facts stated. The written statement shall be delivered to the President. The President will review the charges with the Board to determine what, if any, action will be taken against the offending member.
Section 3. Board Hearing.
The Board may, at its discretion, conduct a hearing to assess the allegations presented. Both complainant and defendant will be treated uniformly in that regard. Should the charges be sustained by a majority vote of the Board after hearing all evidence and testimony presented by both parties, the Board may suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing.
If the Board deems suspension insufficient, it may recommend to the membership that the penalty be expulsion (in which circumstance the suspension will not restrict the defendant’s right to appear before his/her fellow members prior to a decision by the voting membership to approve expulsion). Immediately after the Board Hearing, the findings will be put into written form and filed with the Secretary. The Secretary will then notify each of the parties of the Board’s decision and penalty, if any, in writing.
Section 4. Expulsion.
Expulsion of a member from the Club may be decided by membership vote following a Board Hearing. Such proceedings may occur at a special meeting of the Club to be held within sixty (60) days, but not earlier than thirty (30) days after the date of the Board Hearing and resulting recommendation for expulsion. At this meeting, the defendant may choose to present his/her argument before fellow members. A decision in favor of expulsion requires an affirmative vote of 2/3 of the Voting Members in attendance or responding electronically.
Article IX – Amendments
Section 1. Amendments.
Amendments to the constitution and Bylaws may be (1) proposed by the Board or (2) proposed to the Board by written petition addressed to the Secretary and signed by 50% of the Members in Good Standing. The Board shall promptly consider amendments proposed by such petition and must submit its recommendations to the membership within 3 months of the date that the petition was received by the Secretary.
The proposed amendment(s) to these Bylaws and Notices of any meeting for the purpose of changes in the Bylaws must be provided to all Members in Good Standing in advance of the scheduled vote.
Section 2. Required Vote.
Amendment(s) to the Bylaws require affirmative vote of a majority of the Members in Good Standing present at the meeting scheduled to consider amendments or via electronic vote. Signed or emailed proxies received prior to the scheduled vote shall be counted.
Article X – Dissolution
Section 1. Proposal to Dissolve.
Dissolution of the Club may be proposed by a majority vote of the Board or by letter to the Board signed by at least 50% of the Members in Good Standing. The proposal shall state the reason for dissolution, the effective date of dissolution and recommendations for the disposition of Club assets. Notice of the proposal to dissolve along with a proxy statement shall be mailed using the USPS in a separate envelope to all members at least 30 days prior to the meeting at which the vote to dissolve will be taken. Announcements of the proposal shall be made at all Club activities at times appropriate to be heard by all members.
Section 2. Vote.
A proposal to dissolve shall require an affirmative vote of 75% of the Members in Good Standing. Signed proxies received prior to the vote shall be counted. The motion to dissolve shall specify how equipment and facilities shall be disposed of and the recipient(s) of any remaining funds.
Section 3. Implementation of Dissolution.
When the dissolution becomes effective the Treasurer shall first endeavor to fulfill the terms of any leases or agreements in effect at the time of dissolution, then pay all outstanding debts and attempt to collect any money due the Club. The Secretary shall file any notices required by law with the appropriate agencies. The Board in conformance with the instructions of the membership shall dispose of the equipment and facilities. Any remaining funds shall be disbursed to a charitable organization selected by the Board that benefits dogs or promotes the well-being of dogs. No assets or funds shall inure to the benefit of any member.
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 according to Robert’s Rules of Order.