By-Laws
These Bylaws of Sacramento Dog Owners Group (SacDOG) are
effective on February 21, 2003.
1. Definitions. As used herein, the following defined
terms shall have the meanings set forth below:
1.1 Articles of Incorporation. "Articles of
Incorporation" shall mean those Articles of Incorporation originally
adopted by Sacramento Canine Owners for Off-leash Parks (SCOOP) and
filed with the California Secretary of State on June 6, 1997. These
Articles were adopted unanimously on November 19, 2002 by the Board of
Directors and amendment filed with the Secretary of State on November
21, 2002, changing the name to "Sacramento Dog Owners Group".
1.2 Board of Directors. "Board of Directors" shall mean
the initial directors of the corporation and/or those directors of the
Corporation elected in accordance with Section 5 below.
1.3 Bylaws. "Bylaws" shall mean these Bylaws of
Sacramento Dog Owners Group (SacDOG), dated February 21, 2003, as such
bylaws may be amended from time to time.
1.4 California Nonprofit Public Benefit Law. "California
Nonprofit Public Benefit Law: shall mean those statutes governing
nonprofit public benefit corporations organized under the laws of the
State of California, as such statutes are set forth in Sections 5110, et
seq., of the California Corporations Code.
1.5 Charitable Purpose. "Charitable Purpose" and
"Charitable Purposes" shall be limited to and include only religious,
charitable, scientific, literary or educational purposes within the
purview of Code Section 501(c)3, provided such purposes constitute
public charitable purposes under the laws of the State of California.
1.6 Chief Financial Officer. "Chief Financial Officer"
shall mean the individual elected to serve as the chief financial
officer of the Corporation in accordance with Section 6 below.
1.7 Code. "Code" shall mean the Internal Revenue Code of
1986, as amended.
1.8 Committee. "Committee" shall mean any committee
which the Board of Directors appoints in accordance with Section 7
below.
1.9 Corporation. "Corporation" shall mean Sacramento Dog
Owners Group (SacDOG), a California nonprofit public benefit
corporation.
1.10 Director. "Directors" shall mean all members of the
Board of Directors, and "Director" shall mean any one of such Directors.
1.11 President. "President" shall mean the individual
elected to serve as the chief executive officer of the Corporation in
accordance with Section 6 below.
1.12 Secretary. "Secretary" shall mean the individual
elected to serve as the secretary of the Corporation in accordance with
Section 6 below.
2. Organization.
2.1 Formation. The Corporation is organized as a
nonprofit public benefit corporation under the laws of the State of
California. As such, the Corporation shall be governed by and in
accordance with the provisions of the California Nonprofit Public
Benefit Corporation Law; provided, however, the Board of Directors may
not exercise any power or discretion under said laws if such exercise
would jeopardize the Corporation's qualification for (i) exemption from
federal income taxation under Code Sections 501(a) and 501(c)(3), (ii)
exclusion from private Corporation status under Code Section 509(a)(2),
and/or (iii) status as a charitable organization under Code Section
170(b)(1)(A)(vi) or Code Section 170(b)(1)(A)(viii), as the case may be.
2.2 Charitable Purpose. The Corporation is organized
exclusively for Charitable Purposes. The sole purpose of the Corporation
is to increase opportunities for off-leash recreation for people and
their dogs in Sacramento County, especially in open space and along our
rivers, while promoting safe, respectful and responsible dog ownership.
2.3 Tax Status. The Corporation is organized to qualify
for (i) exemption from federal income taxation under Code Sections
501(a) and 501(c)(3), (ii) exclusion from private Corporation status
under Code Section 509(a)(2), and (iii) treatment as a charitable
organization under Code Section 170(b)(1)(A)(viii) or Code Section
170(b)(1)(A)(vi), as the case may be. Accordingly, the Corporation shall
have the power to do acts and things in furtherance of and incidental to
such qualification.
2.4 Principal Office. The principal executive or
business office (any branch thereof) of the Corporation shall be located
at a place or places within or outside the State of California, as the
Board of Directors shall determine. If (i) the Corporation's principal
executive or business office is located outside the State of California,
and (ii) the Corporation has one or more business offices in the State
of California, the Board of Directors shall designate a principal
executive or business office for the Corporation in the State of
California.
3. Application of Corporate Assets.
3.1 Distribution Upon Termination. Upon the dissolution
or winding up of the Corporation, those of its assets remaining after
the payment of, or provision for the payment of, all debts and
liabilities of the Corporation shall be distributed to a nonprofit fund,
corporation, or corporation which (i) is organized and operated
exclusively for Charitable Purposes, and (ii) has established its
tax-exempt status under Code Section 501(c)(3).
3.2 Irrevocable Dedication. The assets of the
Corporation are irrevocably dedicated to the Charitable Purpose of the
Corporation (as such purpose is set forth in Section 2.2 above). No part
of the net income or assets of the Corporation shall ever inure to the
benefit of (i) any director, officer, or member of the corporation, or
(ii) any private persons.
4. Members.
4.1 Determination of Members.
4.1.1 No Members. The Corporation shall have no members.
All rights which would otherwise vest in members under law or otherwise
shall vest in the Board of Directors.
4.1.2 Associated Persons. The Corporation may refer to
persons who are associated with the Corporation, including those who
make charitable contributions to the Corporation, as "members," even
though such persons are not members within the meaning of Section 5056
of the California Nonprofit Public Benefit Corporation Law.
4.2 Voting. Notwithstanding any provision in the
California Nonprofit Public Benefit Corporation Law to the contrary, in
accordance with Section 5310(b)(1) of the California Nonprofit Public
Benefit Corporation Law, any action for which there is no specific
provision in the California Nonprofit Public Corporation Law applicable
to a corporation which has no members and which would otherwise require
approval by a majority of all members under Section 5033 of the
California Nonprofit Public Benefit Corporation Law, or approval by
members under Section 5034 of the California Nonprofit Public Benefit
Corporation Law, shall require only the approval of the Board of
Directors.
5. Directors.
5.1 Number. The Corporation's affairs shall be managed
by and under the direction of a Board of Directors, which Board of
Directors shall consist of not less than seven (7) persons and not more
than fifteen (15) persons. The exact number of Directors on the Board of
Directors shall be nine (9) until changed, within the foregoing limits,
by a duly adopted resolution of the Board of Directors.
5.2 Restrictions Regarding Interested Directors.
Notwithstanding any other provision in of law, the Corporation shall
limit the number of Board Members who are Interested Persons in
accordance with the following provisions of these Bylaws:
(a) The maximum number of Directors who can be
compensated by the Corporation shall comply with those Standards
governing nonprofit organizations established by the Better Business
Bureau ("BBB"). This number shall be revised from time to time to be
consistent with the Standards as amended by the BBB.
(b) "Interested Person" or "Interested Director" is
defined as: (i) Any person currently being compensated by the
Corporation for services rendered within the previous twelve (12)
months, whether as a full-time or part-time officer or employee,
independent contractor, or otherwise, excluding any reasonable
compensation paid to a Director solely in his or her capacity as a
director of the Corporation; or (ii) Any brother, sister, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any person described
in subsection (i) immediately above.
5.3 Terms of Office. Each Director shall initially serve
for a one (1) year term, which term shall (i) commence on the date the
incorporator of the Corporation elects such Director by duly authorized
resolution, and (ii) end on the first annual meeting of the Board of
Directors which follows the first anniversary of such initial election.
Thereafter, each Director elected to serve on the Board of Directors
shall serve for a one (1) year term which term shall (i) commence on the
annual meeting at which such Director is elected, and (ii) end on the
first following annual meeting of the Board of Directors. Each Director
elected to serve on the Board of Directors, including a Director elected
to fill a vacancy in accordance with Section 5.12 below, shall serve on
the Board of Directors until the earlier of (i) the expiration of such
Director's term and the election of his or her successor, or (ii) such
Director's death, resignation or removal.
5.4 Powers and Duties.
5.4.1 In General. Subject to the provisions of the
California Nonprofit Public Benefit Corporation Law and any limitations
set forth in the Articles of Incorporation or these Bylaws, 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. Subject to limitations set forth in the Articles of
Incorporation and these Bylaws, the Board of Directors shall have the
right and authority to do all acts and things in furtherance of the
Charitable Purpose of the Corporation.
5.4.2 Duties. A Director shall perform the duties of a
Director, including duties as a member of any Committee upon which the
Director may serve, in good faith, in a manner which such Director
believes to be in the best interests of the Corporation and with such
care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances. The Directors'
duties shall include, without limitation, the following:
(a) Perform any and all duties imposed on them
collectively or individual by law, the Articles of Incorporation or
these Bylaws.
(b) 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;
(c) Supervise all officers' agents, and employees of the
Corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these
Bylaws; and
(e) Register their addresses with the Secretary of the
Corporation, and notices of delivered to them via U.S. Mail, facsimile
or email at such addresses shall be valid notices thereof.
5.4.3 Prohibited Powers. Notwithstanding any other
provision in these Bylaws to the contrary, neither the Board of
Directors not any Director shall do any of the following:
(a) Cause the Corporation to engage in any activity
which is not in furtherance of the Charitable Purpose of the
Corporation;
(b) Cause the Corporation to engage in any activity
which would give rise to liability for a tax imposed under Code Sections
4941, 4943, 4944, or 4945 if the Corporation were treated as a private
Corporation for federal income tax purposes; or
(c) Do any act which would jeopardize the Corporation's
qualifications for (i) exemption from federal income taxation under Code
Sections 501(a) and 501(c)(3), (ii) exclusion from private Corporation
status under Code Section 509(a)(2), and (iii) status as charitable
organization under Code Section 170(b)(1)(A)(vi) or Code Section
170(b)(1)(A)(viii), as the case may be.
5.5 Compensation and Reimbursement.
5.5.1 Compensation. No Director shall be entitled to
receive compensation for services rendered to the Corporation in his or
her capacity as a director, officer, agent, employee, consultant or
independent contractor of the Corporation, unless such compensation (i)
is commercially reasonable, (ii) is approved by the Board of Directors,
(iii) does not violate the provisions set forth in Section 5.2 above,
and (iv) does not undermine the Corporation's tax exempt status for
federal or state income tax purposes.
5.5.2 Reimbursement. Each Director shall be entitled to
reimbursement from the Corporation for those costs and expenses which
such Director reasonably incurs in the proper conduct of the
Corporation's business, provided such Director itemizes all such costs
and expenses in detail.
5.6 Meetings.
5.6.1 Place of Meetings. Meetings of the Board of
Directors shall be held at (i) the principal office of the Corporation,
or (ii) such other place within or without the State of California as
the Board of Directors may designate from time to time by appropriate
resolution. In the absence of such designation, any meeting not held at
the principal office of the Corporation shall be valid only if held with
the written consent of all Directors given either before or after the
meeting and filed with the Secretary, or after all Directors have been
given written notice of the meeting as hereinafter provided for special
meetings of the Board of Directors.
5.6.2 Annual meetings. Annual meetings of the Board of
Directors shall be held each year on such date and at such time as the
Board of Directors shall determine by resolution, for purposes of (i)
electing officers and directors of the Corporation, and (ii) transacting
such other business of the Corporation which properly comes before the
Board of Directors at that time.
5.6.3 Regular Meetings. Regular meetings of the Board of
Directors shall be held without notice on such dates and at such times
the Board of Directors may designate from time to time by resolution,
but no less frequently than quarterly.
5.6.4 Special Meetings. Special meetings of the Board of
Directors may be called for any lawful purpose at the written request of
(i) the President, (ii) Vice-President, if any, (iii) Secretary, (iv)
the chairman of the Board of Directors, if any, or (v) any two (2)
Directors.
5.6.5 Notice of Special Meetings. Written notice of each
special meeting of the Board of Directors shall be given to each
Director by personal delivery, telephone, facsimile, first class U.S.
Mail, or email sent to each Director's address or telephone, as recorded
with the Secretary. Notice of a special meeting shall be given (i) at
least four (4) days prior to such meeting if given by first class mail,
or (ii) at least forty-eight (48) hours prior to such meeting if given
by personal deliver, telephone, facsimile or email. Each notice of a
special meeting shall set forth the place, date, hour and nature of any
business to be considered at such meeting. Notwithstanding the foregoing
provision, notice of a special meeting need not be given to any Director
who has signed a waiver of notice or written consent in accordance with
Section 5.6.6 below.
5.6.6 Waiver of Notice. Those actions taken at any
meeting of the Board of Directors which is not called, noticed or
conducted in accordance with this Section 5 shall constitute valid acts
of the Board of Directors, provided (i) a quorum is present at such
meeting, and (ii) either before or after such meeting, each Director not
present at such meeting signs a written waiver of notice of that
meeting, a written consent to the holding of that meeting, or a written
consent to the minutes of that meeting. All such waivers, consents and
approvals shall be made part of the minutes of the meetings and filed
with the records of the Corporation. A Director's attendance at a
meeting of the Board of Directors which is not called, noticed or
conducted in accordance with this Section 5 shall constitute such
Director's waiver of notice of and presence at such meeting, except when
such Director objects at the beginning of the meeting to the transaction
or any business because such meeting, except when such Director objects
at the beginning of the meeting to the transaction of any business
because such meeting is not lawfully called or convened.
5.6.7 Meetings by Telephone. The Board of Directors may
hold any meeting of the Board of Directors by conference telephone or
similar communication equipment, provided all Directors participating in
such meeting can hear one another.
5.7 Quorum for Meetings. A quorum shall consist of a
majority of the Board of Directors. Except as otherwise provided in
these Bylaws, in the Articles of Incorporation or by law, no business
shall be considered by the Board of Directors at any meeting at which a
quorum is not present, and the only motion which the chair shall
entertain at such a meeting is a motion to adjourn. However, a majority
of the Directors present at such meeting may adjourn to another time and
place or to the time fixed for the next regular meeting of the Board of
Directors. When a meeting is adjourned for lack of a quorum, it shall
not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is
taken, except as provided in Section 5.6.5 above. The Directors present
at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of Directors form the meeting, provided that
any action thereafter taken must be approved by at least a majority of
the required quorum for such meeting or such greater percentage as may
be required by law, the Articles of Incorporation or these Bylaws.
5.8 Majority Action as Board Action. 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 shall constitute the act
of the Board of Directors, unless the Articles of Incorporation, these
Bylaws or provisions of the California Nonprofit Public Benefit
Corporation Law, particularly those provisions relating to appointment
of committees (Section 5212), approval of contracts or transactions in
which a Director has a material financial interest (Section 5233) and
indemnification of Directors (Section 5238(e)), require a greater
percentage or different voting rules for approval of a matter by the
Board of Directors.
5.9 Conduct of Meetings. As determined by the Board of
Directors, meetings of the Board of Directors shall be presided over (i)
by various members of the Board of Directors in succession; or (ii) the
chairman of the Board of Directors, or (iii) if no chairman of the Board
has been designated or is absent, the President, or (iv) if the
President is absent, the vice-president of the Corporation, or (v) if
the vice-president is also absent or if there is no vice-president, a
chairman chosen by a majority of the Directors present at such meeting.
The Secretary shall act as secretary of all meetings, and may enlist one
or more Directors to record and transcribe the Minutes. In the absence
of the Secretary, the Board may appoint another person to act as
Secretary of such meeting. Meetings shall be governed by Roberts' 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,
the Articles of Incorporation or California Nonprofit Public Benefit
Corporation Law.
5.10 Action Without Meeting. Any action that otherwise
could be taken at any annual, regular, or special meeting of the Board
of Director may be taken without a meeting or prior notice, provided all
Directors sign a written consent or provide an electronic communication
to such action. Any such consent, written or electronic, shall have the
same force and effect as the unanimous vote of the Board of Directors at
a duly held meeting of the Board of Directors. All such written or
electronic consent shall be filed with the Secretary and maintained in
the records of the Corporation.
5.11 Removal and Resignation.
5.11.1 Removal Prior to Expiration of Term. A Director
may be removed from the Board of Directors prior to the expiration of
his or her term only in accordance with Section 5222 or 5223 of the
California Nonprofit Public Benefit Corporation Law.
5.11.2 Mandatory Removal. A Director who becomes a
Disqualified Person shall (i) be immediately removed from the Board of
Directors, and (ii) have no further rights or powers as a Director of
the Corporation, as such rights and powers are set forth in these Bylaws
and/or conferred by law.
5.11.3 Reduction in Number of Directors. Notwithstanding
any other provision in these Bylaws to the contrary, a reduction of the
authorized number of Directors shall not cause the removal of any
Director prior to the expiration of such Director's term of office.
5.11.4 Resignation. A Director may resign from the Board
of Directors at any time upon written notice thereof to the chairman of
the Board of Directors, the Board of Directors, the President, or the
Secretary. A Director's resignation shall be effective upon the later of
(i) the date such Director gives notice of such resignation pursuant to
this Section 5.11.4, or (ii) the date, if any, specified in such notice.
Notwithstanding the foregoing provisions, except upon notice to the
Attorney General of the State of California, no Director may resign if
the Corporation would then be left without a duly elected Director(s) in
charge of its affairs.
5.12 Vacancies.
5.12.1 Creation of Vacancies. A vacancy on the Board of
Directors shall exist upon the happenings of any of the following
events:
(a) The death, resignation, or removal of any Director;
(b) An increase of the authorized number of Directors; or (c) A
resolution by the Board of Directors declaring vacant the office of a
Director who has (i) been declared of unsound mind by final court order,
(ii) been convicted of a felony, (iii) been found by a final court order
or judgment to have breached any duty set forth in Section 5230, et
seq., of the California Nonprofit Benefit Corporation Law, or (iv) has
failed to attend three (3) or more consecutive, unexcused meetings or a
minimum of sixty percent (60%) of the total scheduled meetings in a
calendar year. Excused absences include but are not limited to illness,
a major life event, or at the Board of Director's discretion.
5.12.2 Filling Vacancies. In the event of a vacancy on
the Board, the remaining Board of Directors shall elect a new member who
shall serve on the Board. Each Director elected to fill a vacancy on the
Board of Directors in accordance with this Section 5.12.2 shall serve on
the Board of Directors until (i) the next annual election of the Board
of Directors, and (ii) a successor for such Director is elected and
qualified.
5.13 No Liability of Directors. The Directors shall not
be personally liable for the debts, liabilities, or other obligations of
the Corporation, except to the extent provided by law.
6. Officers.
6.1 Enumeration of Officers.
6.1.1 Primary Officers. The officers of the Corporation
shall be the President, the Secretary and the Chief Financial Officer.
The Corporation may also have, at the discretion of the Board of
Directors, a chairman of the Board, one or more vice presidents, one or
more assistant secretaries, one or more assistant treasurers, and such
other officers as the Board of Directors may appoint in accordance with
this Section 6. Any one person may act as one or more officers of the
Corporation at any one time. Any number of offices may be held by the
same person; provided, however, neither the Secretary nor the Chief
Financial Officer may serve as the President or chairman of the Board.
6.1.2 Special Appointments. Subject to any contracts of
employment which the Corporation has entered into with its officers, the
Board of Directors may appoint such other officers as the Corporation
may require from time to time, each of whom shall hold office for such
period, possess such authority, and perform such duties as the Board of
Directors shall determine by resolution.
6.2 Term of Office. The Board of Directors shall elect
each officer of the Corporation for a term of one (1) year. Each officer
shall hold office until the earlier of (i) the expiration of said one
(1) year term and the election of his or her successor, or (ii) such
officer's death, resignation or removal.
6.3 Removal and Resignation.
6.3.1 In General. Subject to any contracts of employment
which the Corporation has entered into with its officers, an officer may
be removed from office, with or without cause, by a two-thirds (2/3)
vote of the Board of Directors at either a regularly or specially
scheduled meeting. An officer may be temporarily suspended, with or
without cause, by a majority vote of the Board of Directors or per
section 5.10.
6.3.2 Resignation. An officer may resign from office at
any time upon written notice thereof to the Board of Directors, the
President or the Secretary. An officer's resignation in accordance with
this section 6.3.2 shall be effective upon the later of (i) the date
notice of resignation is given, or (ii) the date specified in such
notice. Unless expressly provided otherwise in the notice of
resignation, an officer's resignation shall not be contingent upon the
acceptance of such resignation. An officer's resignation in accordance
with this Section 6.3.2 shall be without prejudice to the Corporation's
rights, if any, under contract to which the resigning officer is a
party.
6.4 Vacancies. Upon the death, removal, or resignation
of an officer, the Board of Directors shall elect a successor to serve
for the balance of such officer's term.
6.5 Duties of Officers.
6.5.1 President. The President shall be the chief
executive officer of the Corporation. As such, the President shall (i)
in the absence of a chairman of the Board of Directors, preside at all
meetings of the Board of Directors, (ii) supervise, direct and control
the business and officers of the Corporation, and (iii) enforce all
orders and resolutions of the Board of Directors. The President shall
have those powers and duties of management generally vested in the
president of a California nonprofit public benefit corporation. The
President shall have such additional powers and perform such additional
duties as the Board of Directors and/or these Bylaws may prescribe from
time to time. Notwithstanding any other provision in this Section 6.5.1,
the President shall be subject to the control of the Board of Directors.
6.5.2 Vice-President. In the absence of the President,
the Vice-President shall be the chief executive officer of the
Corporation. As such, the Vice-President shall (i) in the absence of a
chairman of the Board of Directors, preside at all meetings of the Board
of Directors, (ii) supervise, direct and control the business and
officers of the Corporation, and (iii) enforce all orders and
resolutions of the Board of Directors. The Vice-President shall have
those powers and duties of management generally vested in the president
of a California nonprofit public benefit corporation. The Vice-President
shall have such additional powers and perform such additional duties as
the Board of Directors and/or these Bylaws may prescribe from time to
time. Notwithstanding any other provision in this Section 6.5.1, the
Vice-President shall be subject to the control of the Board of
Directors.
6.5.3 Secretary. The Secretary shall do, or cause to be
done, each of the following:
(a) Record votes at all meetings of the Board of
Directors and committees; (b) Maintain at the Corporation's principal
executive or business office minutes of all meetings and proceedings of
the Board of Directors and committees, which minutes shall set forth the
time and place of such meetings, the names of those present at such
meetings, and all actions taken and/or resolutions authorized at such
meeting; (c) Serve notice of all meetings of the Board of Directors and
committees in accordance with these Bylaws and the California Nonprofit
Public Benefit Corporation Law; (d) Certify and keep at the principal
office of the Corporation the original, or a copy, of these Bylaws,
including any and all amendments thereto; (e) Keep at the principal
office of the Corporation or at such other place as the Board of
Directors may determine, a book of minutes of all meetings of the Board
of Directors, and, if applicable, meetings of committees of the Board of
Directors, recording therein the time and place of the meeting, whether
the meeting was regular or special, how the meeting was called, how
notice of the meeting was given, the names of those present or
represented at the meeting, and the proceedings of the meeting; (f)
Exhibit at all reasonable times to any Director or his or her agent or
attorney, on request therefore, the Bylaws and the minutes of the
proceedings of the Board of Directors; and (g) Perform such other duties
as the Board of Directors or these Bylaws may prescribe from time to
time.
6.5.4 Chief Financial Officer. The Chief Financial
Officer shall be responsible for the fiscal affairs of the Corporation.
As such, the Chief Financial Officer shall do, or cause to be done, each
of the following:
(a) Receive and deposit all monies of the Corporation in
such bank accounts as the Board of Directors may designate; (b) Disburse
monies of the Corporation as the Board of Directors may direct by
resolution; (c) Keep detailed records of all receipts and expenditures
of the Corporation; (d) Maintain accurate and detailed records, books
and accounts of all transactions which the Corporation enters into,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses and capital; and (e) Perform such other duties as the
Board of Directors or these Bylaws may prescribe from time to time.
6.6 Prohibited Powers. Notwithstanding any other
provision in these Bylaws to the contrary, no officer of the Corporation
shall do any of the following:
(a) Cause the Corporation to engage in any activity
which is not in furtherance of the Charitable Purpose of the
Corporation; (b) Cause the Corporation to engage in any activity which
would give rise to liability for a tax imposed under Code Sections 4941,
4943, 4944, or 4945 if the Corporation were treated as a private
Corporation for federal income tax purposes; or (c) Do any act which
would jeopardize the Corporation's qualification for (i) exemption from
federal income taxation under Code Sections 501(a) and 501(c)(3), (ii)
exclusion from private Corporation status under Code Section 509(a)(2),
and (iii) status as charitable organization under Code Section
170(b)(1)(A)(vi) or Code Section 170(b)(1)(A)(viii), as the case may be.
6.7 Compensation. The officers of the Corporation shall
be entitled to compensation for services rendered to the Corporation,
provided (i) such compensation is commercially reasonable, and (ii)
approved by the Board of Directors by resolution.
7. Committees.
7.1 Committees of Directors. The Board of Directors may
appoint such Committees as it deems appropriate to conduct the business
of the Corporation, which Committees shall consist of (i) at least two
(2) Directors, and (ii) such other members and/or alternate members as
the Board of Directors may designate from time to time. The Board of
Directors shall appoint a Committee by resolution, which resolution
shall set forth the extent to which such Committee may act in the name
of and on behalf of the Board of Directors. All written communications
from Committee members, in the name of the Corporation, shall be
presented to the President for approval prior to publication. By a
majority vote of the Directors, the Board of Directors may at any time
revoke or modify any or all of the authority so delegated, increase or
decrease, but not below two (2), the number of its members, and fill
vacancies therein from the members of the Board of Directors. Executive
committees shall meet and act only in the manner prescribed for meetings
and actions of the full Board of Directors. The Committee shall report
their meetings and activities to the Board of Directors from time to
time as the Board of Directors may require.
7.2 Powers and Prohibited Acts. A Committee shall have
the authority of the Board of Directors; provided, however, no Committee
shall have the authority to do any of the following:
(a) Fill vacancies on the Board of Directors or any
Committee of the Board of Directors; (b) Authorize the payment of any
compensation to a Director for serving on the Board of Directors or on
any committee of the Board of Directors; (c) Repeal, amend, or otherwise
modify these Bylaws or the Articles of Incorporation; (d) Repeal, amend,
or otherwise modify any resolution of the Board of Directors; (e)
Appoint any Committees or members of Committees; (f) Expend corporate
funds to support a nominee for Director after there are more people
nominated for Director than can be elected; (g) Approve any transaction
to which the Corporation is a party and in which one or more of the
Directors has a material financial interest, except as expressly
provided in Section 5233(d)(3) of the California Nonprofit Public
Benefit Corporation Law; (h) Cause the Corporation to engage in any
activity which is not in furtherance of the Charitable Purpose of the
Corporation; (i) Cause the Corporation to engage in any activity which
would give rise to liability for a tax imposed under Code Section
4941,4943,4944, or 4945 if the Corporation were treated as a private
Corporation for federal income tax purposes; or (j) Do any act which
would jeopardize the Corporation's qualification for (i) exemption from
federal income taxation under Code Sections 501(a) and 501(c)(3), (ii)
exclusion from private Corporation status under Code Section 509(a)(2),
and (iii) status as charitable organization under Code Section
170(b)(1)(A)(vi) or Code Section 170(b)(1)(A)(viii), as the case may be.
7.3 Meetings and Action of Committees. Meetings and
actions of all Committees shall be governed by and held and taken in
accordance with those provisions set forth in Section 5 above which
govern the meetings and actions of Directors, subject to those changes
necessary to accommodate the substitution the Committee (and its
members) for the Board of directors (and its members). Notwithstanding
the foregoing provision, (i) the time of regular and/or special meetings
of a Committee may be determined by the resolution of either such
Committee or the Board of Directors, and (ii) notice of special meetings
of a Committee also shall be given to alternate members of such
Committee, if any, which alternate members shall have right to attend
all meetings of such Committee. The Board of Directors may adopt rules
for the government of any Committee, provided such rules are not
inconsistent with any provision set forth in the California Nonprofit
Public Benefit Corporation Law or these Bylaws.
8. RESERVED
9. Insurance For Corporation Agents. The Board of
Directors may authorize by resolution the purchase and maintenance of
insurance on behalf of any agent of the Corporation (including a
director, officer, employee, or other agent of the Corporation) against
any liability other than for violating provisions of law relating to
self-dealing (Section 5233 of the California Nonprofit Public Benefit
Corporation Law) asserted against or by the agent in such capacity or
arising out of the agent's status as such, whether or not the
Corporation would have the power to indemnify the agent against such
liability under the provisions of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
10. Execution of Instruments, Deposits and Funds.
10.1 Execution of Instruments. Except as expressly
provided otherwise in these Bylaws, the Board of Directors may authorize
by resolution any officer or agent of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined
to specific instances. Unless so authorized, no officer, agent, or
employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it
liable monetarily for any purpose or in any amount.
10.2 Checks and Notes. Except as expressly provided
otherwise by resolution of the Board of Directors, or as otherwise
required by law, checks, drafts, promissory notes, orders for the
payment of money, and other evidence of indebtedness of the Corporation
shall be signed by one (1) of the following officers of the Corporation:
(i) the President; (ii) the Vice President; (iii) the Secretary; and
(iv) the Chief Financial Officer.
10.3 Deposits. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors
may select.
10.4 Charitable Contributions. The Board of Directors
may accept on behalf of the Corporation any additional property (whether
real or personal), by way of charitable contribution, gift, bequest, or
devise, provided such charitable contribution, gift, bequest, or devise
is not limited or conditioned in such a manner as to (i) violate the
Charitable Purpose of the Corporation (as such purpose is set forth in
Section 2.2 above), or (ii) jeopardize the Corporation's ability to
qualify for exemption from the federal income taxation under Code
Sections 501(a) and 501(c)(3), exclusion from private Corporation status
under Code Section 509(a)(2), and/or treatment as a charitable
organization under Code Section 170(b)(1)(A)(vi) or Code Section
170(b)(1)(A)(viii), as the case may be.
11. Corporate Records, Reports and Seals.
11.1 Maintenance of Corporate Records. The Corporation
shall keep at its principal office in the State of California each of
the following:
(a) Minutes of all meetings of Directors and committees
of the Board indicating the time and place of such meetings, whether the
meeting was regular or special, how the meeting was called, how notice
of the meeting was given, the names of those present or represented at
the meeting, and the proceedings of the meeting; (b) Adequate and
correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains, and losses; and (c) A copy
of the Corporation's Articles of Incorporation and these Bylaws,
including any and all amendments thereof, which shall be open to
inspection by any Directory at all reasonable times during normal
business hours.
11.2 Corporate Seal. The Board of Directors may adopt,
use, and alter a corporate seal. Such seal shall be kept at the
principal office of the Corporation. Failure to affix the seal to
corporate instruments, however, shall not affect the validity of any
such instrument.
11.3 Directors' Inspection Rights. Every Director shall
have the absolute right at any reasonable time to (i) inspect and copy
all books, records, and documents of the Corporation, and (ii) inspect
the physical properties of the Corporation.
11.4 Right to Copy and Make Extracts. Any inspection
under the provisions of Section 11 may be made in person or by agent or
attorney. The right to such inspection shall include the right to make
copy and extracts.
11.5 Annual Reports.
11.5.1 Financial Reports To Directors and Publicly
Supported Organization. The Board shall cause an annual report to be
furnished not later than one hundred twenty (120) days after the close
of the Corporation's fiscal year to all Directors, which report shall
contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust
funds of the Corporation as of the end of the fiscal year; (b) The
principal changes in assets and liabilities, including trust funds,
during the fiscal year; (c) The revenue or receipts of the Corporation,
both unrestricted and restricted to particular purposes, for the fiscal
year; (d) The expenses or disbursements of the Corporation, for both
general and restricted purposes, during the fiscal year; and (e) Any
information required by the California Nonprofit Public Benefit
Corporation Law.
The annual report shall be accompanied by any report
thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the Corporation that such
statements were prepared without audit from the books and records of the
Corporation.
12. Amendments.
12.1 Bylaws. Except as expressly provided otherwise in
the California Nonprofit Public Benefit Corporation Law, these Bylaws
may be amended or repealed only with the consent of two-thirds (2/3) of
the Board of Directors; provided, however, the Board of Directors may
not amend the Bylaws in any manner which would undermine the
Corporation's qualification for (i) exemption from federal income
taxation under Code Sections 501(a) and 501(c)(3), (ii) exclusion from
private Corporation status under Code Section 509(a)(2), or (iii) status
as a charitable organization under Code Section 170(b)(1)(A)(vi) or Code
Section 170(b)(1)(A)(viii), as the case may be.
12.2 Articles of Incorporation. Except as expressly
provided otherwise in the California Nonprofit Public Benefit
Corporation Law, the Articles of Incorporation may be amended only with
the consent of two-thirds (2/3) of the Board of Directors; provided,
however, the Board of Directors may not amend the Articles of
Incorporation in any manner which would undermine the Corporation's
qualification for (i) exemption from federal income taxation under Code
Sections 501(a) and 501(c)(3), (ii) exclusion from private Corporation
status under Code Section 509(a)(2), or (iii) status as a charitable
organization under Code Section 170(b)(1)(A)(vi) or Code Section
170(b)(1)(A)(viii), as the case may be.
13. Prohibition Against Sharing In Corporation profits
and Assets. No director, officer, employee, or other person or party
connected with the Corporation, or any private individual, shall receive
at any time any of the net earnings or pecuniary profit from the
operations of the Corporation; provided, however, this Section 13 shall
not prevent payment to any such person of reasonable compensation for
services performed for the Corporation in effecting any of its
Charitable Purposes, provided such compensation is otherwise permitted
by and paid in accordance with these Bylaws. In addition, no such person
or party shall be entitled to share in the distribution of, and shall
not receive, any of the assets of the Corporation upon the dissolution,
liquidation and/or termination of the Corporation.
14. Miscellaneous Corporate Matters.
14.1 Execution of Corporate Contracts and Instruments.
Except as expressly provided otherwise in these Bylaws, the Board of
Directors may authorize any officer(s) or agent(s) to enter in to any
contract or execute any instrument in the name of and on behalf of the
Corporation, which authority may be general or limited to specific
instances. Unless so authorized by the Board of Directors, or within the
agency power of an officer, no officer, agent, or employee shall have
any power or authority to (i) bind the Corporation by any contract or
engagement, (ii) pledge the credit of the Corporation, or (iii) render
the Corporation liable for any purpose or amount.
14.2 Construction and Definitions. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the California Nonprofit Public Benefit Corporation Law
shall govern the construction of these Bylaws. Without limiting the
generality of the foregoing, any pronouns or references used in these
Bylaws shall be deemed to include the masculine, feminine, or neuter
gender, as appropriate. Any expression of the singular or plural shall,
if appropriate in the context, include both the singular and the plural.
The undersigned, being duly elected Board members and officers of
Sacramento Dog Owners Group, hereby (i) assent to the foregoing Bylaws,
and (ii) adopt the same as the Bylaws of said Corporation in accordance
with Section 5134 of the California Nonprofit Public Benefit Corporation
Law.
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