ARTICLE I
Name and Location
1.1 - The name of the organization is Houston Dog Park Association,
also known as HDPA. The principal office of the corporation shall be
in Houston, Texas.
ARTICLE II
Purpose
2.1 - HDPA is organized exclusively for charitable and educational
purposes within the definition of section 501c(3) of the Internal Revenue
Code. HDPA is dedicated to educating all people as to the responsibilities
and benefits of pet ownership and supporting the development of off-leash
dog parks as environmentally compatible areas for enjoyment and recreation.
2.2 - Notwithstanding any other provisions of these Articles, HDPA
shall not conduct any activities not appropriate for (a) an organization
exempt from federal income tax under section 501c(3) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United
States Revenue Law) or (b) an organization contributions to which are
deductible under 170c(2) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue
Law).
2.3 - No substantial part of the activities of HDPA shall consist of
distributing propaganda or intervening in any political campaign.
2.4 - No part of the net income or assets of this organization shall
inure to the benefit of any officer or member or to the benefit of any
private person.
ARTICLE III
Membership
3.1 - Qualifications. The General Membership of HDPA shall be open
to anyone supportive of our community, regardless of place of residence.
3.2 - Application Procedure. HDPA shall have each member sign a mandatory
application from which shall at a minimum include the applicant's name,
address, date of signature and a signature line.
3.3 - Annual Dues. Annual Dues of $20.00 for one year ($30 for two years)
shall be collected from HDPA member. The dues year shall run from January
1 each year to December 31 of the same year. Anyone joining during the
year may have dues prorated.
ARTICLE IV
Meetings of Members
4.1- Membership Meetings. An annual General Membership Meeting shall
be held, preferably in January. The meeting shall be held for the purpose
of handling any business that should arise. Electing officers will be
held on a biannual basis at the annual General Membership Meeting.
4.2 - Special Membership Meetings. A special membership meeting may
be called by the President or a majority of the Executive Committee,
or upon written request of at least one-tenth of Members who are entitled
to vote.
4.3 - Meeting Announcements. The meeting shall be announced by written
notice to the Members to be sent no less than 10 days before the date
of such meeting. Meetings can be held electronically.
4.4 - Voting. Each Member is entitled to one vote.
4.5 - Proxy. Voting by proxy is not allowed at any General or Special
Membership Meeting.
4.6 - Quorum. A quorum for a General Membership Meeting or Special
Membership Meeting shall be 10% of the active members or twenty members,
whichever is the smaller number.
Article V
Board of Directors and Their Duties
5.1 -The officers of HDPA are also known as the Board of Directors.
The officer’s positions are as follows. Any additional positions
may be established as deemed necessary by the Board of Directors. Each
position is entitled to one vote.
(a) President. The President shall:
(1) Preside over all Board of Directors and General and Special Membership
meetings.
(2) Call special meetings of the members and the Board of Directors.
(3) Appoint the chairpersons of committees.
(4) Represent HDPA officially or designate an appropriate representative.
(5) Act as the corporation’s agent: sign and execute all authorized
documents except in cases in which the signing and execution shall have
been expressly delegated to another office or agent of the corporation.
(b) Vice President. The Vice President shall:
(1) Preside at all meetings of HDPA and the Board of Directors in the
absence of the President.
(2) Perform such duties as prescribed by the President and the Board
of Directors.
(C.) Secretary. The Secretary shall:
(1) Record, transcribe, distribute, and maintain the minutes of all
Board of Directors and General and Special Membership meetings.
(2) Maintain custody of records of HDPA.
(3) Maintain a list of committees and their members.
(4) Perform such duties as are prescribed by the President and the Board
of Directors.
(d) Treasurer. The Treasurer shall:
(1) Keep an accurate account of all monies of HDPA, collect all monies,
and make payments which have been authorized and file all required tax
forms.
(2) Submit a written financial report to the membership at the General
Membership meeting and a report to the Board of Directors at their meetings.
(3) Review audits and take appropriate action.
(4) Perform such other duties as are prescribed by the President and
the Board of Directors.
(e) Representative at Large. The Representative at Large shall:
(1) Be responsible for accomplishing an appointed task.
(2) Offer their opinions and understanding to the Board of Directors.
(3) Perform such other duties as are prescribed by the President and
the Board of Directors.
5.2 Eligibility. Any member is eligible to be nominated and elected
an officer.
5.3 Term of office. The term of office shall be two years. The term
of office begins the first day following the close of the meeting at
which officers are elected.
5.4 Vacancies. A vacancy in any officer’s position shall be filled
by an election by a majority vote of other Board of Directors members
at any regular or special Board of Directors meeting. The newly elected
officer shall fill that position for the remainder of the term of office.
5.5 - Board of Directors Meetings. Board of Directors meetings shall
be held on a regular basis no less than annually.
5.6 - Quorum. The presence of a majority of the Board of Directors shall
constitute a quorum.
ARTICLE VI
Committees
6.1 - Standing Committees. There shall be a Communications Committee,
Membership/Volunteer Committee, and Events/Fundraiser Committee
6.2 - Special Committees shall be appointed as necessary.
6.3 - The President shall appoint all committee chairs.
ARTICLE VII
Amendments to the Bylaws
7.1 - Amendments. These Bylaws may be amended at any annual or special
membership meeting of HDPA by a majority vote of the eligible members,
based upon quorum set in Article IV (4.6). The proposed amendment shall
have been sent to all members not later than fourteen days prior to
the annual or special membership meeting at which a vote shall be taken.
The amendment shall be submitted to the Secretary in writing at least
twenty days prior to the meeting.
ARTICLE VIII
Miscellaneous
8.1 - Parliamentary Authority. The rules in the current version of
Roberts Rules of Order, Newly Revised shall govern HDPA in all cases
to which they are applicable and provided they are not inconsistent
with HDPA Bylaws or any rules HDPA may adopt.
8.2 - Fiscal Year. The fiscal year of HDPA shall be from January 1
of a given year through December 31 of that same year.
8.3 - The Board of Directors may appoint/hire consultants or counsel
as deemed necessary to transact business of HDPA.
8.4 - Editorial Changes. The Executive Committee is empowered to make
editorial changes in the text that do not constitute amendments to these
Bylaws including such changes as are ordered by the appropriate authority
in accordance with incorporation in the State of Texas.
8.5 The bylaws go into effect January 1, 2010
Certificate of Secretary
I certify that I am the duly elected Secretary of Houston Dog Park Association
and that the foregoing Bylaws comprise the Bylaws of HDPA. These Bylaws
were duly adopted at an annual membership meeting held on the ____ day
of _______ in the year ________.
Dated:____________________________
Signed:____________________________
Secretary, Angie Futch
Jan, 2010