Article I. The name of this Association is Paw Pals of Grand
Prairie.
Article II. Purpose
A. To support the use of designated areas within the City
of Grand Prairie as off-leash dog exercise areas.
B. To be advocates of responsible dog ownership.
C. To serve as a local educational resource on dog
ownership.
D. To advise and provide ancillary support the City of
Grand Prairie’s Parks and Recreation Department on matters concerning the
off-leash dog exercise area
E. To collect and administer membership fees and other
funds donated for the enhancement of the off-leash dog exercise area as well
as responsible dog ownership.
Article III. Membership
A. Eligibility shall be open to anyone who endorses the
purpose, abides by these Bylaws, and who meets requirements of the membership
defined below.
B. Membership shall consist of an Individual Voting
Membership who pays $25.00 annual dues. Each Individual Voting Member shall
have one vote.
C. Membership may not be transferred.
D. Termination – The membership of any voting member
shall terminate upon occurrence of any of the following:
1. Resignation of the member
2. Failure to pay dues
3. Determination by two-thirds of the Executive Board
that a member has violated the Articles of these Bylaws.
Article IV. Voting
A. Eligibility to vote – all voting members in good
standing shall be entitled to one vote at a meeting of the members.
B. Methods of voting on pre-announced items such as changes
in bylaws, elections, etc., voting may be done with any of the following
methods:
1. Return e-mail
2. Return ballot by US Mail
3. Oral, hand or ballot at meetings
4. Signed Fax
All other votes must be made in person at the membership
meetings.
C. Nominations and Elections
1. Members shall be mailed ballots at least four (4)
weeks in advance of officer elections,
2. Members can cast their votes for board members as
shown in Article IV, Section B above.
3. Members may write-in nominees who are voting members
4. Board members shall be elected by a simple majority
vote
Article V. Executive Board
A. Number of Board Members – The Executive Board shall
consist of no more than five (5) voting offices that shall be elected and
installed at the annual meeting. The officers of the board shall be President,
Vice President, Secretary, Treasurer, and Publicity Chairperson.
B. Qualifications
1. Board members shall be voting members in good
standing.
2. Board members shall be subject to financial self
interest/conflict of interest exclusions:
a) No member shall have a financial self interest in
the investments, fund-raising efforts, projects funded, or on-going
maintenance efforts paid for by the association.
b) No member of the Executive Board shall have a
financial self-interest in the dog park.
C. Specific Powers and Limitations
1. The Executive Board shall administer the affairs;
control all expenditures and property; and act in the interest of the
Association on matters that are consistent with the Articles of
Incorporation, these Bylaws, or agreement with the City of Grand Prairie
Department of Parks and Recreation and public law.
2. The Executive Board is responsible for presenting and
receiving approval for the annual budget. The general voting membership must
approve any extra budgetary items.
3. The Executive Board shall have no power that subjects
the association to any debt, encumbrance, or liability beyond the amount of
the Association’s budgeted items.
4. The Executive Board shall create and disband
committees as may be considered necessary from time to time.
5. The Executive Board may not remove board
members/officers; fill board vacancies; amend the Articles of Incorporation
or Bylaws; or dissolve the association without approval by a two-thirds
(2/3) majority of the voting membership.
D. Length of Term: Board members shall be elected to a term
of two (2) years. President, Treasurer, and Publicity Chairperson shall be
elected on odd numbered years, and the Secretary and Vice President shall be
elected on even numbered years.
E. Compensation: Executive Board members shall not receive
compensation for their services, but may be reimbursed for expenses directly
related to association business, if deemed to be just and reasonable by the
Executive board.
F. Meetings
1. The Executive Board shall schedule a minimum of
quarterly members’ meetings.
2. The Executive Board shall hold regular monthly board
meetings to attend and administer on going planning, financial, and
operational needs of the Association. Executive Board meetings require a
three-fourths (3/4), 75% quorum to vote on any issues or proposal presented
at that meeting, i.e., a meeting can occur, but votes are not valid unless a
quorum is present.
3. Executive Board meetings shall be governed by Robert’s
Rules of Order and enforced by the President.
4. Any agenda items must be submitted to the Secretary at
least ten (10) business days prior to the scheduled membership meeting. The
Secretary will distribute the agenda to the membership ten (10) business
days prior to the meeting.
5. Any decision by the Executive board may be overturned
by a two-thirds (2/3) membership vote in the next scheduled membership
meeting.
H. Committees
1. The President, with the approval of the Board, shall
from time to time create standing and ad-hoc committees, each consisting o f
two (2) or more members, for the purpose of achieving specific goals and
objectives.
2. Standing committees may include, but not be limited
to:
a) Project/Fund-raising
b) Membership
c) Publicity and Advertising
3. The Executive Board, upon approval of the Committee
itself, shall appoint, remove, and/or replace the Committee Chairperson, as
necessary, excluding the Publicity Chairperson.
4. Each project/event shall have a Chairperson who will
be responsible for its overall planning, funding, advertising, and
implementation. That person shall coordinate the events activities with
other committee chairpersons and Executive Board members, as required.
5. The specific purpose, limitation, and functions to be
performed by each committee shall be established by the Committee
Chairperson and approved by the Executive Board.
Article VII. Duties of the Executive Board
A. President
1. The President shall be the General Manager and shall
supervise, direct, and control activities, business affairs, and officers.
2. The President shall preside at all members’ meetings
and at all Board meetings.
3. The President shall have such powers and duties as the
Board or these Bylaws prescribe.
4. The President shall sign, with the Treasurer, all
checks.
5. The President shall be an ex-officio member of all
committees created by the Board.
6. The President shall be the focal point and principal
spokesperson for all Dog Park planning meetings with City of Grand Prairie
personnel.
B. Vice President
1. The Vice President, in the absence of the President or
Secretary, shall perform all duties of those offices.
2. The Vice President shall be the focal point for other
off-leash dog parks within the North Texas area.
3. In the absence of the President, the Vice President
shall sign checks with the Treasurer.
4. The Vice President shall assure that the Articles of
Incorporation and Bylaws are understood and adhered to by all Board members.
C. Secretary
1. The Secretary shall record, or cause to record,
meeting minutes at annual, quarterly, and special members’ meetings;
monthly board meetings; and committee meetings, as required.
2. The Secretary shall keep a Book of Minutes for all
meetings, proceedings, and actions of the Executive Board; of committees of
the board; and members’ meetings.
3. In support of the Secretary, Committee Chairpersons
shall record committee meeting minutes and provide the same to the Secretary
for inclusion in the Book of Minutes.
4. The Secretary shall maintain copies of the Articles of
Incorporation, Bylaws, Committee Charters, and other documents critical to
dealings with city, state and federal agencies.
5. The Secretary shall notify members of regular and
special meetings in a timely manner as prescribed by these bylaws.
Supplemental notifications shall also be provided via electronic media
(e-mail, website) the newsletter, and posted notices at the dog park.
6. The Secretary shall allow the inspection and copying
of records as defined in Article IX, Records and Reports
D. Treasurer
1. The Treasurer shall keep and maintain adequate and
accurate books of accounts of the properties and transactions.
2. The Treasurer shall receive, collect, and deposit all
funds or other valuables in the name and to the credit of the Association.
3. The Treasurer shall prepare and present a written
financial report appropriate for each annual and quarterly members’
meetings; and for each monthly Executive Board meeting. Financial reports,
as a minimum, shall include:
a) The monthly and year-to-date income, expenses, and
account balance;
b) Specific project income, expense, and
project/account balance.
4. The Treasurer shall keep a current Book of Members
Records, containing members’ names, addresses, phone numbers, e-mail
addresses, and fax numbers. The Treasurer shall keep all members’ records
confidential, and shall only release members’ information after receiving
individual/specific members’ approval, or as required by public law.
5. The Treasurer, with the President, shall sign all
checks. In the Treasurer’s absence, the President shall sign all checks
along with the Vice President.
6. The Treasurer shall allow the inspection and copying
of financial reports as defined in Article IX, Records and Reports.
7. The Treasurer shall maintain an adequate set of
financial books/records, recognized as accepted accounting practices, in
order to satisfy applicable state and federal reporting and audit
requirements.
8. The Treasurer shall submit financial books/records for
independent review before each annual member’s meeting and before the
filing of financial reports with state and federal agencies.
9. The Treasurer shall provide the association a bond
with the surety or securities specified by the board, for faithful
performance of his / her duties and for restoration to the association of
all its books, money and other property upon their death, resignation or
removal from office. The Association will purchase this bond.
E. Publicity Chairman
: This Executive Board member will be in charge of all
advertisement and publicity. He/she will oversee the fund-raiser
committee.
Article VIII. Permits, Insurance, and Waivers
The Association shall obtain permits and purchase liability
insurance necessary to conduct events/activities.
Article IX. Records and Reports
The Association shall prepare and deliver annual and
periodic reports required by state and federal law. Such reports/filings shall
be reviewed and approved by the Executive Board prior to submittal.
Article X. Amendments
A. Without approval by the voting members, the
Executive board may not:
1. Adopt, amend, or repeal any bylaw that would
materially or adversely affect members
2. Change voting rights, quorum, or majority
requirements
3. Fix or change the number or qualifications of
board members or officers or the election procedures.
4. Change the amount of annual dues
B. New bylaws may be adopted, or these bylaws amended,
only with advance notification to the members; and the approval of
two-thirds (2/3) of the voting members.
Article XI. Dissolution
A. The property of this Association is irrevocable
dedicated to charitable purposes and no part of the net income or assets
shall ever benefit any director, officers, or member thereof, or be used
for the benefit of any private person. Upon the dissolution, its assets
remaining after payment or provision for payment of all debts and
liabilities of this association, shall be distributed to Grand Prairie
Animal Services.
B. Reasons for dissolution include, but are not limited to:
1. A vote by the general membership to dissolve,
2. Failure to meet state and federal requirements for
a non-profit public benefit tax exempt.
3. Failure to secure a working agreement with the City of
Grand Prairie
CERTIFICATION OF THE SECRETARY
I certify that I am the duly elected and acting Secretary of Paws Pals of
Grand Prairie. I further certify that the above Bylaws, consisting of seven (7)
pages, are the Bylaws as adopted by its executive board and members on Thursday,
February 3, 2005, and that they have not been amended or modified since that
date.
Executed on February 3, 2005 at Grand Prairie, Texas
__________________________________
Dawn Cummings
Secretary,
Paw Pals of Grand Prairie
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