Chicago Puppy Patrol Inc (CPP) Bylaws of the Organization
updated December 2017
Article I • Name
Name • The name of this organization shall be Chicago Puppy Patrol, hereinafter referred to as CPP.
Article II • Purposes & Goals
Purposes • The Chicago Puppy Patrol is a community based social group for pups, trainers, handlers, and those interested in exploring pet play. CPP is committed to the following purposes and activities:
promoting a safe and secure environment in which handlers, pups and friends can come together to play, learn and grow;
organizing educational events and social gatherings to expose the greater community to our interest and to foster acceptance of alternative lifestyles; and
giving back to the community that supports us by coordinating with community organizations to promote participation and community activism.
Goals • CPP will endeavor to organize at least one social event per month and one educational event per quarter.
Article III • Board Members
Election of Board Members • CPP shall have a Board consisting of five (5) members: President, Vice President, Secretary, Treasurer, and Programming Chair. Each member of the Board shall serve for a term of one year, and shall be eligible for re-election. Board Members shall be elected as described in Section III.2. Board members shall assume their responsibilities the first day of the month after the results of an election are announced.
Election of the Board • Board members shall be elected to the Board by a majority vote of “qualified members” (as defined in section V.3). Any member in good standing with the organization shall be eligible to submit candidacy for election to the Board. The five candidates who receive the highest number of votes by members in good standing will take office as defined in Section III.1. In the event of a tie, a runoff election open to the voting membership will be held between the two candidates, open for a period of 24 hours.
Board Qualifications • Candidates for the Board must disclose any and all prior adult criminal legal convictions. The sitting Board will make a case-by-case evaluation for candidate eligibility based upon these disclosures. If a sitting Board member is convicted of a felony or sexual/violent misdemeanor, that Board member will be immediately removed from the Board.
Annual Meeting • Unless a different date is otherwise approved by a majority vote of the of the Board, an annual meeting shall be held at a place to be designated by the Board the second full week in the month of January in each year, for the purpose of electing Board members and for the transaction of such other business as may come before the meeting.
Meeting of the Board • The Board shall meet no less than once every three months.
Special Meetings • Special meetings of the board shall be called whenever requested by a Board member and a second. These shall be announced via the Board-agreed communications preference.
Notice of Meetings • All notice of meetings must be delivered via the agreed means of communication seven (7) days prior to the requested date. Emergency meetings require 24 hours notice, and said notice must be delivered via the aforementioned method. An acknowledgement must be received for all meetings where a Board vote shall be taken. In case of a special meeting, the purpose or purposes for which the meeting is called be stated in the notice. For legal matters, there must be an acknowledgment of receipt of the notification by every Board member via the agreed method of communication.
Quorum & Voting Procedures • A majority of the Board shall constitute a quorum for voting purposes. When a quorum is present, the vote of the majority of the Board shall decide any question brought before such a meeting, except where a larger vote is required by these Bylaws. Any action which may be taken at a meeting of the Board may be taken without a meeting if a majority of the Board consents to the action, and said consent is filed with the records of the meetings of the Board. Such consent shall be considered a vote at a meeting. Any absent Board member must notify the President or Secretary of said consent prior to the meeting. All members of the Board shall have one (1) vote unless otherwise authorized by the Board.
Powers & Duties of the Board • The Board shall have the following powers and duties:
To consider and facilitate policy directives for CPP in accordance with the purposes of these Bylaws, and to direct and assure a program necessary to carry out these purposes;
To appoint directors as needed. Directors shall exist at the discretion of the Board, and shall have only the powers specifically granted by the Board;
To establish committees as needed. Committees shall exist at the discretion of the Board, and shall have only the powers specifically granted by the Board;
To exercise all other powers of the organization as conferred by these Bylaws.
Vacancies, Resignations & Removals • In the case of a resignation or vacancy, the vacancy may be filled by a vote of the existing Board members. If there is a tie vote, the voting member body shall resolve the tie. The Board member filling the vacancy shall serve for the remaining unexpired term of the departing Board member. Any Board member may resign by giving written notice to the President or the Secretary. Any Board member may be removed, with cause, by a vote of simple majority of the remaining Board members, after notice of the intention to remove that Board member has been given in writing with the specific purpose for removal stated. Prior to a vote, the member in question must be given a chance to speak with the Board at a formal meeting, if the member so desires.
Article IV • Members of the Board
Election of Board Members • The members of the board of the organization shall include a President, Vice President, Secretary, Treasurer, and Programming Chair. These board members shall serve for a term of one (1) year, or until successors are elected. Officers may succeed themselves, with no defined term limits.
The President shall be chosen by the qualified members through a vote held after the new board is elected. In the case of a tie, the Board shall select the President from the top two candidates who receive the highest number of the votes. Any member who has been on the Board for at least one (1) year may be nominated to serve as President. This requirement will be waived in the absence of eligible members, or if no eligible candidate elects to run for office.
The remaining Board positions shall be chosen by a majority vote of the incoming Board at its first meeting or within the first two weeks of the month after their election, whichever of which occurs closer to their election. Any member who has been elected to the Board may be nominated to serve.
Powers & Duties • Board Members may exercise all powers of the Board during the interim between meetings of the Board. Each Board member shall have such powers as are commonly incident to their office, and such power as the Board may from time to time designate. Decisions may be made by any of the designated forms of communication.
President • The President shall preside at all meetings of the Board, when present. The President shall have such usual powers and duties customarily belonging to the office of President, and shall have such other powers and duties as the Board may from time to time designate. The President shall report at the Annual Meeting on the activities of CPP and compose the agenda for board meetings.
Vice President • In the absence of the President, or in the event of a sitting President’s refusal/inability to serve in the capacity of President, the Vice President will perform the duties of the President. The Vice President shall preside at all meetings of the Board at which the President is not present, and shall have such other powers and duties as the President or Board may from time to time designate.
Secretary • The Secretary will keep a true record of all meetings of the Board including the annual meeting. The Secretary will inform the members of the Board of the time and place of each Board meeting and maintain the attendance records of the organization.
Treasurer • The Treasurer shall have general charge of CPP’s financial affairs, under the discretion of the Board. The Treasurer shall report the financial condition of CPP to the Board at least annually at the annual meeting, and at such other times as the Board may request.
Programming Chair • The Programming Chair serves as the primary point of contact for external advertising and communications about CPP. For the purposes of these Bylaws, external shall mean any communications with members of CPP, or members of the general public. The Programming Chair shall be the point of contact for all activities related to planning, staffing and executing public events for CPP. For the purposes of these Bylaws, public shall mean any events with members of CPP, or members of the general public.
Board Trustee Emeritus • Michael Belanger and James Elliott Cummings II have served the Board with distinction and are deserving of same for their outstanding service. In recognition of their time, dedication and long-term interest in CPP, they shall have Board Trustee Emeritus status, which cannot be revoked without both sufficient cause and a unanimous vote of the Board, and each revocation must be considered in sole and separate fashion. Standard procedures for notice and right to speak apply.
Special Status for Illinois Titleholder • The Illinois titleholder is invited to attend Board meetings as an observer/adviser, at the discretion of the Board.
Conflict of Interest • Any decisions that could financially benefit a member(s) or Board Member(s) must be disclosed by the member. The Board will do due diligence to determine if such a conflict of interest exists. Determinations are made by the Board exempting the individual(s) who might profit. Any Board Member in violation of this policy may be subject to removal in lieu of majority vote by the remainder of the Board. Board Members shall not in any way profit personally or indirectly from the operation or dissolution of the organization.
Article V • Membership
Eligibility for Membership • CPP shall not discriminate on the basis of gender, gender expression, sexual orientation, national origin, race, color, religion (creed), disability, marital status or age. All members must be 18 years of age or older.
Applying for Membership • Any person meeting the basic requirements may apply for membership at any time, provided they meet the minimum requirements for that level of membership defined, at the discretion of the Board.
Membership Levels • CPP has two levels of membership: Associates and Members. The Board may, as it deems appropriate, establish additional levels of membership and/or alter requirements and benefits for current and future levels of membership. Said requirements and benefits will be detailed out in meeting minutes when changes are approved by the Board, and will be posted for public access via normal channels of promoting CPP electronically. Changes that materially affect a member’s ability to participate will take effect after the next annual meeting.
Membership Dues • The Board may, as it deems appropriate, establish annual dues concomitant with the various levels of membership. Said dues will be detailed out in meeting minutes when changes are approved by the Board, and will be posted for public access via normal channels of promoting CPP electronically.
Membership Voting • Membership benefits are established by the current Board, but in cases where the Board removes voting privileges from any level of membership, said changes will be effective after the next election of the Board.
Article VI • Directors
Directors • The Board may designate and appoint one or more directors. The director(s), to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the organization to achieve their intended purpose, except that no such director shall have the authority of the Board in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee, director, or Board member of CPP; amending or restating the Articles of Incorporation; adopting a plan of merger or plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all the property and assets of the organization; authorizing the voluntary dissolution of CPP or revoking proceedings therefore; adopting a plan for the distribution of the assets of CPP; or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the director(s). The designation and appointment of any such director thereto of authority shall not operate to relieve the Board, or any individual officer, of any responsibility imposed upon the Board, or any individual officer, by law.
Term of Office • Each director shall continue as such for a term of six (6) months, or unless such member be removed from the position, or unless such member shall cease to qualify as a member thereof. Directors serve solely at the will of the Board.
Article VII • Committees
Committees of the Board • The Board may designate and appoint one or more committees. The committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the organization to achieve their intended purpose(s), except that no such committee shall have the authority of the Board in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Board member or officer of CPP; amending or restating the articles of incorporation; adopting a plan of merger or plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all the property and assets of the organization; authorizing the voluntary dissolution of CPP or revoking proceedings therefore; adopting a plan for the distribution of the assets of CPP; or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual officer, of any responsibility imposed upon the Board, or any individual officer, by law.
Term of Office • Each member of a committee shall continue until a set goal is accomplished, re-evaluated every three months, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Committee members serve solely at the will of the Board.
Rules • Each committee may adopt rules for its own governance consistent with these bylaws or rules adopted by the Board.
Article VIII • Amendments
Amendments • These Bylaws may be amended by the affirmative vote of a majority of the members of the Board present and voting at any meeting of the Board, provided that notice of the substance of the proposed amendment is given in the call for the meeting. Such notice must be given at least two (2) weeks prior to the meeting.
Article IX • Checks, Contracts & Other Instruments
Checks, Contracts & Other Instruments • All checks drawn on bank accounts of CPP shall be signed on its behalf by the President or the Treasurer of CPP or by such officers, agents, employees or staff persons, as the Board may designate.
Representative Authorization • The Board may authorize any board member in the name of or on behalf of CPP to enter into any contract or execute under corporate seal and deliver any deed, note, or other instrument, and such authority may be general or confined to specific instances. Unless so authorized, no board member shall have the power or authority to bind CPP by any such contract or instrument, or to render it financially liable for any purpose or to any amount.
Article X • Indemnification of Board Members
Indemnification of Board Members • CPP shall indemnify any and all persons who may serve as Board members against all legal expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such Board members in connection with any legal proceeding in which they may become involved, by reason of their having acted on behalf of CPP in any activity authorized by CPP. Such indemnification shall include payment by CPP of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of any understanding by the person indemnified to repay such payment if he or she shall be adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of CPP. The term “Board Member”, as used in this Article X, shall include the heirs, executors, and administrators of such Board members. The foregoing right of indemnification shall be in addition to, and not exclusive of all other rights to which such Board members may be entitled.
Liability Waivers • Members are required to sign an annual waiver of liability to waive all rights to pursue personal damages of any kind when participating in a CPP sponsored event.
Article XI • Dissolution of CPP
Dissolution of the Organization • In the case of CPP’s dissolution, the physical assets of the organization should be dissolved and distributed to an area organization with similar values and goals as the CPP. In absence of such an organization, assets can be distributed to an area organization that benefits LGBT and/or kink individuals. Designation of such an organization is subject to a majority of board vote.