Club By-Laws

ZOOMDOG AGILITY AND SPORTS CLUB BY-LAWS

General: The terms Club and corporation both refer to the Zoomdog Agility and Sports Club.

SECTION 1: Name

The name of this corporation is Zoomdog Agility and Sports Club.

SECTION 2: Purposes and Limitations

A. General Purposes:

The purpose of this corporation is to engage in any lawful act or activity which are or may hereafter be authorized by Section 501(c)3 of the Internal Revenue Code and are consistent with those powers described in the Utah Nonprofit Corporation Act, as amended and supplemented. Such purposes for which this corporation is formed are pleasure, recreation, and other non-profitable purposes and are to:

1. Encourage the human/animal bond and to promote the welfare of all dogs regardless of pedigree.

2. To promote the public good through sports participation and recreation by conducting agility matches and licensed agility trials under the rules of sanctioning agility organizations.

3. To promote the public good through sports participation and recreation by conducting other dog sports under the rules of sanctioning agility organizations.

4. Further the advancement of all dogs in agility training and to promote an interest in, and public appreciation for, agility trained dogs and agility competition.

5. Further the advancement of all dogs in other sports training and to promote an interest in, and public appreciation for, those sports.

6. Provide opportunities for handlers to learn, train in and practice the sport of dog agility and other dog sports.

7. Promote cooperation and good sportsmanship amongmembers in the training and handling of dogs.

8. Promote the sport of agility for all dogs physically and temperamentally suited to the sport, regardless of pedigree. This corporation shall encourage all organizations holding agility trials not to consider pedigree as a qualification to participate in the sport of agility.

B. Specific Purposes:

1. Conduct regular training classes for members and non-members under the direction of qualified instructors.

2. Conduct seminars and clinics pertaining to general dog training, agility training and other training.

3. Provide educational information regarding agility training and other matters pertaining to the welfare of dogs.

C. Limitations:

and distributions in furtherance 1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments of the purposes set forth herein.

2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1954, as amended.

3. The corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code, as amended or supplemented (or the corresponding provision of any future United States Internal Revenue law), or

(b) by a corporation, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code, as amended or supplemented.

D. Discrimination

Notwithstanding any requirements or qualifications for membership set forth in the bylaws, this corporation shall not discriminate against any person on the basis of gender, race, color, ageor religion.

SECTION 3: Members

A. Classes and Qualifications

. This corporation shall have two classes of members, designated as general members and honorary members.Any person dedicated to the purposes of this corporation and who has submitted an application for

membership and who has met the requirements of Section 3 F below shall be eligible for general membership on approval of the membership application by the Board and the General Membership and the payment of such dues and fees as the Board may fix from time to time.

B. Honorary Members

. The Board may award honorary membership to persons who are not active general members, but who have made exceptional contributions to the club. Honorary members will not be assessed dues or

fees. Honorary members shall not have the right to vote, as set forth in these bylaws.

C. General Members

. General members in good standing shall have the right to vote and will be considered voting members, as set forth in these bylaws, on the election of directors, on the initiation of new general members, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the corporation, and to hold an office.

D. Active Members

. Members who participate for the Club's benefit at a minimum of (4) activities during each club year are considered to be active members of the Club.

Some examples of club activities are:

• Any of the (4) General Membership meetings or (4) Board Meetings

• Agility event, each full day equals (1) activity

• Club workday (special projects, etc.)

• Club Committee work

E. Good Standing

. Those active general members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.

F. Requirements for Membership

1. A candidate for membership shall apply for membership on a form approved by the Board of Directors, which shall provide that the candidate agrees to abide by these bylaws. Accompanying the application, the candidate shall submit payment of membership fees and dues for the current year.

2. The applicant will have shown a commitment to participation in the club's activities by participating for the club's benefit at a minimum of two club activities (club meetings, club events, or club projects).

3. All applications are to be filed with the Secretary, and each application is to be screened by the Membership Committee. The Membership Committee will forward each application to the Board of Directors

with its recommendation.

4. Each application shall be read at the first meeting of the general membership following its receipt, and may be submitted for a vote of the general membership at that meeting.

5. Affirmative votes of three fourths (3/4) of the general members present shall be required to elect the applicant.

6. Candidates whose applications have been rejected by the corporation may not reapply until six (6) months have passed since the rejection vote was taken.

G.

Termination of Membership

A membership shall terminate on occurrence of any of the following events:

1. Resignation of the member, on reasonable notice to the corporation;

2. Expiration of the period of membership, unless is renewed on the renewal terms fixed by the Board;

3. Failure of a member to pay dues, fees, or assessments as set by the Board by April 1 of each calendar year, or as otherwise required by the Board;

4. Occurrence of any event that renders a member ineligible for membership, or failure to satisfy qualifications for membership;

5. Expulsion of the member under Section 1 I of these bylaws, based on a good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member

has failed in a material and serious degree to observe the rules of conduct of the corporation, or has

engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.

H. Suspension of Membership

. A member may be suspended, under Section 1. I of these bylaws, based on the good faith determination

by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the period of suspension.

I.Procedure for Expulsion or Suspension

. If grounds appear to exist for expulsion or suspension of a member under Sections 1. G and 1. H of these bylaws, the procedure set forth shall be followed:

1. The member shall be given 15 days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. The corporation shall give notice by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered

mail to the member’s last address as shown on the corporation’s records.

2.The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement con

sidered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.

3. The Board, committee, or person shall decide whether or not the member should be expelled, suspended, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.

4. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

J. Reinstatement of Former Member

. Any former member, whose membership was not terminated by expulsion or suspension, may be reinstated to membership by payment of current dues and provided that the question of that reinstatement be brought to a vote of the general membership at the next regular meeting. Affirmative votes of three fourths of the general members present shall be required to reinstate the former member.

K. Dues, Fees, and Assessments

. Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and as

sessments in amounts to be fixed from time to time by the Board and approved by the voting members. The dues, fees, and assessments shall be equal for all general members. The Board may establish a membership fee to be paid by candidates for membership with the submission of their applications for membership. The Board may also, in its discretion, encourage participation in corporation activities by establishing a standard, objective system of credits for contributions of time and effort to the corporation that may be used to offset some or all of the dues, fees, and assessments required of individual members. Such credits shall be awarded on an equal basis for all general members.

SECTION 4: Meetings

A. Club Meeting.

Meetings of the Club shall be held a minimum of six (6) times per year at such hour and place as designated by the Board of Directors. Written notice of each meeting shall be mailed or emailed or posted on the Club website by the Secretary at least 10 days prior to the date of meeting. The quorum for such meetings shall be 20% of members in good standing as well as a majority of the Board of Directors.

B. Special Club Meetings.

Special Club meetings may be called by the President or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board and shall be called by the Secretary upon request of a petition signed by five Club members in good standing. Such special meetings shall be held at such place, date, and hour as may be designated by the person(s) authorized herein to call such meetings. Written notice of such a meeting shall be mailed or emailed or posted on the Club website by the Secretary at least 5 days and not more than 30 days prior to the date of the meeting, and said notice

shall state the purpose of the meeting; no other Club business may be transacted at this meeting. The quorum for such a meeting shall be 20% of members in good standing as well as a majority of the Board of Directors.

C. Board Meetings.

The Board of Directors will meet a minimum of six (6) times per year on such day and time as agreed upon by each new Board. Meetings of the Board of Directors shall be held as designated by the newly elected at a time and place specified by such Board. Written, email or telephone notice of such meetings shall be given at least 5 days prior to the date of the meeting. Notice may also be posted on the Club website. The quorum for such a meeting shall be a majority of the Board. The meeting shall be open to any member of the Club in good standing provided he or she gives written notification to the Secretary and/or host prior to the meeting.

D. Special Board Meetings.

Special meetings of the Board may be called by the President or by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held at such place,

date, and hour designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed by the Secretary at least 5 days and nor more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted at this meeting. A quorum for such a meeting shall be a majority of the Board.

E. Voting

1. Club Meetings. Members entitled to vote at any club meeting shall be general members in good standing as of the date on which the meeting is held.

2.Board Meetings. Actions of the Board of Directors shall be voted on by the members of the Board. Such actions will be reported to Club members at the next Club meeting.

3.Over-Ride. Any action of the Board, except an action binding the corporation to repay an indebtedness, may be over-ridden by a two-thirds (2/3) vote of all the general members in good standing.

4. No Action Without a Meeting. No action required or permitted to be taken by the general members may be taken without a meeting.

5. Voting by Proxy. Voting by proxy is prohibited.

F. Order of Business and Rules of Order

1. The order of business of all meetings of the corporation and of the Board of Directors shall be as follows:

Roll Call Introduction of new members and guests Reading of minutes and correspondence Reports of Officers and Committees

Elections

New Members

Officers and Board (June)

Unfinished business

New business

Adjournment

2. The above order of business may be altered or suspended at any meeting by the majority of the members present.

3. All order of business not otherwise provided for in this bylaw shall be governed by the procedures set forth in the Robert’s Rules of Order.

4. Any questions as to the interpretation of these bylaws may be resolved by a majority vote of the general members present at any regular meeting.

Section 5: Directors and Officers

A. The corporate powers of this corporation shall be vested in the Board of Directors consisting of the President, Vice President, Secretary, Treasurer, and Training Director elected by the general membership as provided in these bylaws. The Past President will serve as a voting member of the Board for one year. All shall be general members in good standing of the corporation for at least six months prior to being nominated. Unless waived by the Board, only one member in a family shall serve on the Board of Directs at any given time. Other family members may serve on standing committees. The president of the corporation shall serve as the chairman of the Board of Directors.

1. Subject to the limitations of any applicable law and any limitations in the articles of incorporation and by-laws, the Board of Directors shall have power to:

a. Appoint and remove at the pleasure of the Board all the corporation's officers, agents, and employees, other than the President, Vice President, Secretary, Treasurer, and Training Director, and prescribe powers and duties for them that are consistent with the law, the articles of incorporation, and these bylaws.

b. Change the Principal Office of the corporation in Utah from one location to another.

c. Adopt and use a corporate seal.

d. Call special meetings of the membership.

e. Conduct the general business of the corporation not otherwise provided in these bylaws, consistent with law and the corporation's purposes and limitations.

f. Borrow money and incur indebtedness on behalf of and binding upon the corporation, so long as the terms and amounts of any indebtedness are entered into the minutes of the Board and signed by the president and

secretary of the corporation.

B. Officers

1. President

a. The President shall preside over all meetings of the Club and the Board of Directors.

b. The President may call special meetings of the Board of Directors.

c. The President shall have, subject to approval and ratification of the Board of Directors, direction of the affairs of the corporation.

2. Vice President

a. The Vice President shall perform the duties of the President during his/her absence, and shall assist the President in the performance of his/her duties.

b. Subject to approval of the Board of Directors, the President may appoint the Vice President to additional non-elected offices or committee chairs that might otherwise be vacant.

c. The Vice President is also the President elect and will become the President the next year.

3. Secretary

a. The Secretary shall keep a record of the proceedings of the meetings of the Club and of the Board of Directors.

b. The Secretary shall post the minutes of the Club meetings on the website as soon as able following the meeting.

c. The Secretary shall publish and mail, or arrange for the publication and mailing, of all notices required by these bylaws or by law, and shall be responsible for all other official correspondence of the corporation.

d. The Secretary will act as the Membership Chairman of the Club.

4. Treasurer

a. The treasurer shall serve as the chief financial officer of the corporation.

b. The treasurer shall collect and receive all money due or belonging to the corporation and shall give receipts.

c. The treasurer shall deposit, in the name of the corporation, all money received in a place or places of deposit designated by the Board of Directors.

d. The treasurer shall pay the duly incurred debts and bills of the corporation; shall reimburse members of the corporation who have advanced funds on behalf of the corporation, upon receipt of proper documentation; shall handle all matters of insurance coverage for the corporation; and shall pay out any money ordered to be paid by the Board of Directors.

e. The treasurer shall maintain updated and complete records, which shall be open to inspection by any general member at any reasonable time.

f. The treasurer shall be prepared to report to the Board of Directors at each regular meeting on the condition of the finances of the corporation.

g. The treasurer shall prepare an "Annual Report," as required.

h. The treasurer’s accounts may be audited by the Board of Directors at any time.

5. Training Director

a. The Training Director shall manage and oversee the Club training program to include the development and implementation of the training syllabus.

b. The Training Director shall serve as the Training Committee chairman, and

c. The Training Director shall oversee the scheduling of classes as well as arrange for qualified instructors for those classes.

d. The Training Director shall also be responsible for copy or writing training material as needed.

e. The Training Director, with the assistance of the Training Committee, shall oversee the registration of new classes, place prospective students in their proper classes, and make class rolls for the teachers.

f. The Training Director is solely responsible for assigning students to classes and providing qualified instructors for each class.

g. The Training Director, with the assistance of the Training Committee, shall keep an inventory of all training equipment. Copies of the inventory will be given to the Treasure to keep as a record of corporate assets.

h. The Training Director will coordinate with the President when it is necessary to change the location or dates of scheduled classes.

i. The Training Director will be the point of contact for any revisions to training procedures and will present amendments from the training committee to the Board for consideration.

. Committees

The Board may create committees of the general membership to carry out the functions of the corporation. The President shall have the authority to name chairpersons of each committee. The President shall be an ex-officio member of each committee, except the nominating committee. The following will be standing committees of the corporation:

1. Membership Committee

2. Training Committee

3. Fund Raising Committee

4. Activity Committee

D. Election of Officers and Directors

1. The officers and directors shall be elected by ballot at the June meeting of the members and shall serve for one year or until their successors are elected.

a. The sitting Vice President will become the next President

b. The Past President shall automatically become one of the Directors. In the event that there should be no Past President, an additional director shall be elected.

c. The term of office shall begin immediately after election.

2. The Officers and Directors shall be nominated in the following manner:

a. During the month of April of each year, the President shall appoint a committee to select qualified candidates for election to the Board and to the various officer positions.

b. The committee shall notify the Club membership that nominations are open and the procedure for making nominations.

c. A potential candidate may be nominated by

i. the nominating committee,

ii. being nominated by other members,

iii. applying for nomination themselves.

d. Nominations will be closed April 30.

e. In May, the nominating committee shall submit a written report to the Secretary. The Secretary shall send a notification letter to each nominee as soon as possible. Each nominee shall notify the Secretary in writing of his/her acceptance or refusal of the nomination within 10 days of the date of the Secretary's notification letter. After the 10 day period, the Secretary will notify the chairperson of the nominating committee

of the nominees' decisions.

f. After the Secretary's report on the nominees' acceptance of their nominations, in the event of a nominee's termination of candidacy for any reason, if there is no nominee remaining for an office, it shall be the duty of

the Board to nominate a candidate for the position.

g. A list of the nominees shall be published and sent to all general members as soon as possible after the secretary confirms the acceptance by each nominee of his or her nomination. Additional nominations may be submitted by email provided they are accompanied by the nominee's acceptance of the nomination.

h. Nominations cannot be made in any other manner than as provided in this section.

3. The nominated candidate receiving the greatest number of votes of general members present at the June meeting for each office shall be declared elected.

E. Vacancies

As vacancies occur on the Board of Directors, the remaining directors and officers may immediately appoint an individual from the general membership to fill that vacancy. The appointment must be ratified by a majority of the members present at the next regular meeting. The newly-appointed officer or director shall

serve until the next annual meeting.

SECTION 6: Insurance The corporation shall have the right to purchase and maintain insurance to the full

extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such. The corporation shall also have the right to

purchase and maintain insurance to the full extent permitted by law to protect its tangible assets.

SECTION 7: Records

A. The corporation shall keep:

1.Adequate and correct books and records of account;

2.Written minutes of the proceeding of its members, Board, and committees of the Board; and

3. A record of each member’s name, address, and class of membership.

B. All such records and papers shall be available and subject to inspection and copying by any member of the Board of Directors or any general member or the director or general member's agent or attorney, upon request, at a reasonable time and place, and if the purpose for inspection and copying is reasonably related to the general member's interest as a member of the corporation.

C. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, and physical properties. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

D. The corporation shall keep at its principal office the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times.

E.A reasonable charge may apply for the photo reproduction of any records.

SECTION 8: Amendments

These bylaws may be altered, amended or repealed, in whole or in part as follows:

A. The proposed amendment must be presented and discussed at a regular or special general membership meeting.

B. Thirty (30) days written notice of the proposed amendment is sent to the membership along with a designated meeting date for voting on the amendment.

C. For the proposed amendment to pass, it must be approved by a two-thirds (2/3) vote of the general members in good standing.

D. In case of extreme urgency, a vote may be taken with a written notice at least ten (10) days prior to the date of a regular or special meeting.

SECTION 9: Dissolution and Distribution of Assets

A. Procedure for Dissolution

The corporation may be dissolved at any time with the written consent of not less than two thirds (2/3) of the general members in good standing, at a meeting duly called and noticed for that purpose.

B. Distribution of Assets

Upon the dissolution of the corporation, after the paying of debts, obligations and liabilities of the corporation, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, specifically to one or more charitable organizationsfor the benefit of dogs as selected by the Board of Directors.