Bylaws of Shore Dogs

Article I

Offices

Section 1.01: Principal Office

Section 1.02: Other Offices

Article II

Members

Section 2.01: Classes of Membership and Rights

Section 2.02: Qualifications

Section 2.03: Admission

Section 2.04: Fees, Dues, and Assessments

1. Application Fee
   No fee shall be charged for making application for membership in the Association.

2. Dues
   All members shall pay annual dues in such amount as shall be determined from time to time by resolution of the Board of Directors. The first annual dues of each member shall be payable and submitted in full with his or her application for membership. Future annual dues shall be due and payable during the first quarter of each calendar year as determined by the Board of Directors.

3. Assessments
   Membership in the Association shall be nonassessable.

4. Property of Dues
   Dues paid to the Association become the property of the Association and any severable or individual interest of any member therein terminates on such payment.

Section 2.05: Termination of Membership By Resignation or Death

1. Automatic Termination
   The membership of any member shall automatically terminate (i) on his or her written request for such termination delivered to the President or Secretary of the Association personally or by United States mail, such membership to terminate when the request is received; or (ii) on his or her death.

2. Termination of Membership By Nonpayment of Dues
   The membership of any member who fails to pay his or her dues when they become due and within sixty (60) days thereafter shall automatically terminate at the end of such sixty (60)-day period, provided he or she has been given written notice delivered to him or her personally or by United States mail within ten (10) days before the due date that such dues were due and payable as of said due date. In the event that such written notice is not given as herein required, then such membership shall automatically terminate for nonpayment of dues only if they are not fully paid within thirty (30) days after such written notice is given and delivered to the member in person or deposited in the United States mail, postage prepaid, and sent to him or her at his or her address as it appears on the books of the Association.

3. Reinstatement
   Any member whose membership is terminated as provided in this section, other than by death may have his or her membership reinstated on such terms as the Board of Directors may deem appropriate by filing a written request therefor with the President or Secretary of the Association or with any Director and on approval of the request by a majority of Directors present at the meeting at which the request is considered, provided such request shall not be considered at any meeting at which a quorum is not present.

Section 2.06: Suspension and Expulsion

1. The Board of Directors is authorized, as herein provided, to censure either privately or publicly, impose a fine not to exceed $500, suspend from membership for a period of not more than one (1) year, or to both censure and suspend and fine, or expel from membership any member of this Association for good cause.

2. "Good cause", as used in this section, means conduct that brings the Association into public disrepute or violates the purposes for which this Association is formed, any willful failure or refusal to abide by the Constitution, Bylaws, or Rules of this Association, or the failure or refusal to abide by any instruction from the Board of Directors.

3. Definitions.
   1. A "private reproval" is a reproval in letter form, signed by the President of the Association, and sent to the subject member by certified or registered mail, return receipt requested. A copy of the letter and the return receipt shall be filed with the minutes of the Board meeting imposing discipline.

   2. A "public reproval" is the same as a private reproval except that in addition to sending a letter to the subject member and filing a copy thereof, together with the return receipt, with the minutes of the Board meeting imposing discipline, a copy of the letter is read to the membership at the next following annual meeting at which a quorum is present.

   3. A "suspension" requires compliance with Sub­paragraph (ii) hereof and in addition all voting and other rights of the member during the term of his or her suspension are terminated, provided, however, that such member shall not be relieved of any liability for payment of dues falling due or levied during the period of his or her suspension.

   4. An "expulsion" requires compliance with Sub­paragraph (ii) hereof and in addition thereto the membership of the member in this Association is immediately and conclusively terminated, provided, however, that such member shall not be relieved of any liability for the payment of dues accruing prior to the hearing on the charges against him or her as herein provided.

   5. A "fine" may be imposed separately, in which case compliance with Subparagraph (i) hereof is required, or it may be imposed in addition to a public reproval or suspension.

4. Procedure
   1. Proceedings against a subject member may be initiated by resolution of the Board of Directors adopted at any meeting at which a quorum is present or by petition signed by ten percent (10%) or more of the members of the Association filed with the Secretary or President of the Association.

   2. On adoption of the resolution or on receipt of the petition, as the case may be, the President, or if he or she is unable or refuses to act, the Vice President shall schedule the matter to be heard by the Board of Directors at the next regular or special meeting held not less than twenty (20) days nor more than forty (40) days after the date the resolution is adopted or the petition received, as the case may be. The Secretary, or other person appointed by the President for the purpose, shall deliver at least ten (10) days prior to the date of the hearing a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States mail addressed to him or her at his or her address as it appears on the books of the Association. If a quorum fails to attend such meeting, the matter shall be heard at the next succeeding regular or special meeting, provided, however, that if a quorum fails to attend such next succeeding regular or special meeting, the matter against the subject member shall be dismissed. Such dismissal shall be automatic and final, except that the alleged conduct of the subject member giving rise to the proceeding may be considered in any subsequent proceeding under this section based on future alloyed misconduct.

   3. Notwithstanding any other provision in these Bylaws, notice of the meeting at which the hearing is first scheduled or subsequently scheduled shall be given to all Directors as required by these Bylaws for special meetings of Directors.

   4. The hearing shall be informal and the rules of evidence and rules of judicial procedure need not be observed. The hearing shall be presided over by the President of the Association who shall:
      1. read the charges against the subject member;
      2. require that the charges be verified by the testimony of the person or persons making them;
      3. hear any other witnesses against the subject member;
      4. allow the subject member to cross-examine each witness;
      5. allow the subject member to make a statement in his or her own behalf;
      6. allow the subject member to call witnesses in his or her own behalf;
      7. allow the Directors present, when and as recognized by the chair, and subject to the control of the chair, to question witnesses; and
      8. rule on the admission and exclusion of evidence and on questions of hearing procedure.
   5. After the hearing has closed, the Directors shall vote on whether to impose discipline or dismiss the matter. If they vote to impose discipline but cannot agree on the nature and extent thereof, the discipline shall be a private reproval as herein provided. The vote imposing discipline or dismissing the matter shall in either event be final.

5. An expelled member shall not be eligible for readmission to the Association prior to the expiration of one (1) year from the date of his or her expulsion.

6. All rights of the subject member in the Association or in its property shall cease on his or her expulsion.

Section 2.07: Membership Book

Section 2.08: Transferability of Membership

Section 2.09: Right to Inspect Records

Article III

Meetings of Members

Section 3.01: Place

Section 3.02: Annual Meeting

Section 3.03: Special Meetings

Section 3.04: Notice

1. a proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of the property or assets of the Association;
2. any proposal relating to the real property of the Association;
3. any proposal of the Association to incur any indebtedness in excess of the sum of $1,000.00;
4. any proposal to incorporate;
5. any proposal to amend the Constitution of this Association; or
6. any proposal to wind up and dissolve the Association.

Section 3.05: Contents of Notice

Section 3.06: Consent of Absentees

Section 3.07: Quorum

Section 3.08: Adjournment for Lack of Quorum

Section 3.09: Loss of Quorum

Section 3.10: Voting

Section 3.11: Conduct of Meetings

1. Meetings of members shall be presided over by the President of the Association or, in his or her absence, by the Vice President, or, in the absence of both, by a chairman chosen by a majority of the members present. The Secretary of the Association 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.

2. Meetings shall be governed by Robert's 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 Constitution of this Association, or with law.

Article IV

Directors

Section 4.01: Qualifications

Section 4.02: Election

Section 4.03: Terms of Office

Section 4.04: Duties

1. To perform any and all duties imposed on them collectively or individually by law, by the Constitution of this Association, or by these Bylaws.

2. To employ such officers, agents, and employees as may be authorized from time to time by the vote or written consent of a majority of the members of the Association.

3. To supervise all officers, agents, and employees of this Association to assure that their duties are properly performed.

4. To register their addresses with the Secretary of the Association, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 4.05: Compensation

Section 4.06: Removal

Section 4.07: Vacancies

1. Vacancies in the Board of Directors shall exist: (i) on the death, resignation, or removal of any Director; (ii) whenever the number of Directors authorized by the Constitution is increased by an amendment to the Constitution; or (iii) on the failure of the members in any election to elect the full number of Directors authorized.

2. The Board of Directors may declare vacant the office of a Director (i) if he or she is declared of unsound mind by an order of court, or finally convicted of a felony; or (ii) if within sixty (60) days after notice of his or her election he or she does not accept the office either in writing or by attending a meeting of the Board of Directors.

3. Vacancies caused by the death, resignation, or disability of a Director or Directors, or by his or her or their removal as provided in these Bylaws, or by an amendment of the Constitution increasing the number of Directors authorized shall be filled by a majority of the remaining Directors, though less than a quorum.

4. A majority of the members of the Association may elect a Director at any time to fill any vacancy not filled by the Directors as provided in subparagraph (c) of this section. Should the offices of all Directors become vacant and there is consequently no Director able to fill vacancies, the vacancies shall be filled by a majority of the members present at an annual or special meeting of members called for that purpose, whether or not a quorum is present.

5. Persons elected to fill vacancies as in this section provided shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as in these Bylaws provided.

Section 4.08: Meetings

1. Meetings shall be held at the principal office of the Association unless otherwise provided by the Board.

2. The Board shall meet regularly as determined by the Board of Directors.

3. Special meetings of the Board may be called by the President, or, if he or she is absent or is unable or refuses to act, by the Vice President or by any two (2) Directors, and such meetings shall be held at the place designated by the person or persons calling the meeting and, in the absence of such designation, at the principal office of the Association.

4. Written notice of the time and place of meetings shall be delivered personally to each Director or sent to him by United States mail, postage prepaid, or by facsimile, at least seven (7) days prior to such meeting, provided, however, that notice of all regular meetings is hereby dispensed with. If sent by mail or telegram, the notice shall be addressed to the Director at his address as shown on the books of the Association and shall be deemed given at the time it is deposited in the mail or an electronic confirmation of the facsimile is received.

5. The transactions of any meeting of the Board however called and noticed or wherever held are as valid as though the meeting had been duly held after proper call and notice, provided, a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Association's records or made a part of the minutes of the meeting.

6. A majority of Directors shall constitute a quorum for the transaction of business.

7. In the absence of a quorum, no business shall be transacted, and the only motion which the chair shall entertain is a motion to adjourn, provided, however, that a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

8. Meetings of Directors shall be presided over by the President of the Association or, in his or her absence, by the Vice President or, in the absence of both, by a chairman chosen by a majority of the Directors present. The Secretary of the Association or, in his or her absence, any Director appointed by the presiding officer shall act as Secretary of the Board of Directors.

9. Meetings of Directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Constitution of this Association, or with law.

10. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, and hence of the Association, unless the Constitution or these Bylaws require a greater number or otherwise provide.

Article V

Officers

Section 5.01: Number and Titles

Section 5.02: Qualifications

Section 5.03: Election

Section 5.04: Term of Office

Section 5.05: Compensation

Section 5.06: Removal

Section 5.07: Vacancies

1. Vacancies in the office of President, Vice President, Secretary, or Treasurer shall exist on the death, resignation, or removal of such officer or on the failure of the Directors in any election to fill the office.

2. The Board of Directors may declare vacant the office of President, Vice President, Secretary, or Treasurer if any such officer is declared of unsound mind by order of court, is finally convicted of a felony, or if, within sixty (60) days after notice of his or her election, he or she does not accept the office in writing or by attending a meeting of the Board of Directors.

3. Vacancies caused by the death, resignation, or disability of an officer as in this section provided shall be filled by the Directors at the next regular or special meeting at which a quorum is present following the vacancy.

4. Officers elected to fill vacancies as in this section provided shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as in these Bylaws provided.

Section 5.08: Duties of President

Section 5.09: Duties of Vice President

Section 5.10: Duties of Secretary

1. Certify and keep at the principal office of the Association the original or a copy of its Bylaws as amended or otherwise altered to date, and keep at said office the original or a copy of the Constitution as amended to date.

2. Keep at the principal office of the Association a book of minutes of all meetings of the Directors and members, recording therein the time and place of holding, whether annual, regular, or special, and, if special, how authorized, notice thereof given, the names of those present at Directors’ meetings, the number of members present at members’ meetings, and the proceedings thereof.

3. See that all notices are duly given in accordance with the provisions of these Bylaws or as may be required by law.

4. Be custodian of the records of the Association.

5. Keep at the principal office of the Association a membership book containing the name and address of each member and other membership information as compiled by the Membership Committee.

6. Exhibit at all reasonable times to any Director or elected officer of the Association, or to his or her agent or attorney, on request therefor, the Constitution, the Bylaws, the membership book, and the minutes of the proceedings of Directors’ and members’ meetings.

7. Exhibit at all reasonable times to any member, or to his or her agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such member, the Constitution, the Bylaws, and the minutes of Directors’ or members’ meetings, and he or she shall exhibit said records at any time when required by the demand of ten percent (10%) or more of the members.

8. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors or by the members.

Section 5.11: Duties of Treasurer

1. Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

2. Receive, and give receipt for, money due and payable to the Association from any source whatever.

3. Disburse or cause to be disbursed the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

4. Keep and maintain adequate and correct accounts of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

5. Exhibit at all reasonable times the books of account and financial records to any Director or elected officer of the Association, or to his or her agent or attorney, on request therefor.

6. Exhibit at all reasonable times to any member, his or her agent, or attorney, on written demand therefor for a purpose reasonably related to the interests of such member, the books of account and financial records of the Association, and shall exhibit said records at any time when required by the demand of ten percent (10%) or more of the members.

7. Render to the President and Directors whenever he or she or they request it an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.

8. Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to members.

9. If required by the Board of Directors or by the members, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

10. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Constitution of this Association, and by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Article VI

Committees

Section 6.01: Executive Committee

Section 6.02: Standing Committees

1. Maintenance and Improvements Committee
   The Maintenance and Improvements Committee shall provide for park maintenance and improvement, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

2. Fundraising Committee
   The Fundraising Committee shall plan and execute strategies to raise money from the public in order to further the purposes of the Association, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

3. Communications Committee
   The Communications Committee shall publish a newsletter to further the purposes of the Association, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

4. Rules Committee
   The Rules Committee shall draft rules and regulations for park use, which shall be submitted to the Board for its approval, receive comments and complaints from the community regarding the dog park, dog-park use, and other dog-related issues, act as a mediator in attempting to resolve conflicts in a manner acceptable to all parties involved, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

5. Events Committee
   The Events Committee shall organize and sponsor events in the park, provide educational opportunities and materials for dog owners consistent with the purposes of the Association, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

6. Education and Pet Rescue Committee
   The Education and Pet Rescue Committee shall provide educational opportunities and materials for dog owners consistent with the purposes of the Association, be an informational resource for pet rescue issues and a liaison in the rescue of dogs, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

7. Membership Committee
   The Membership Committee shall promote membership, update membership records, disseminate membership information, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

Section 6.03: Ad Hoc Committees

Section 6.04: Terms of Office

Section 6.05: Vacancies

Section 6.06: Quorum

Section 6.07: Rules

Article VII

Execution of Instruments, Deposits and Funds

Section 7.01: Execution of Instruments

Section 7.02: Checks and Notes

Section 7.03: Deposits

Article VIII

Bylaws

Section 8.01: Adoption, Amendment, and Repeal

Section 8.02: Certification and Inspection

Article IX

Reports, Fiscal Year, Insignia, and Seal

Section 9.01: Annual Report and Financial Statement

Section 9.02: Fiscal Year

Section 9.03: Insignia and Seal

Article X

Construction

Section 10.01: Construction

1. The present tense includes the past and future tenses, and the future tense includes the present.

2. The masculine, feminine, and neuter gender and the singular and plural number, shall include one or more of the others as required by its context.

3. The word "shall" is mandatory and the word "may" is permissive.

4. The words "Directors" and "Board" as used in these Bylaws in relation to any power or duty requiring collective action, mean "Board of Directors."