Bylaws of Click N Fly, Inc.

A Florida Nonprofit Public Benefit Corporation

Table of Contents

• Article I CORPORATE NAME AND PROVISIONS 1
• Article II MEMBERSHIP 1
• Article III BOARD OF DIRECTORS 1
• Article IV OFFICERS OF THE CORPORATION 1
• Article V ELECTION TO THE BOARD OF DIRECTORS 1
• Article VI COMMITTEES 1
• Article VII DISCIPLINE OF MEMBERS 1
• Article VIII AMENDMENTS 1
• Article IX DISSOLUTION OF THE CORPORATION 1
• Article X MISCELLANEOUS PROVISIONS 1

Article I. CORPORATE NAME AND PROVISIONS

Section 1. Name and Business Office.

Section 2. General and Specific Purposes; Limitations; Construction.

• (a) This is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Florida Nonprofit Public Benefit law for public purposes.
  
• (b) The purpose of the Corporation is to ensure ongoing public benefit from the sport of dog agility and flyball in a spirit of good sportsmanship through programs and activities:
  
  • 1. To promote good public relations through sports participation and recreation by conducting licensed agility matches and sanctioned agility trials and tests and flyball open to all dogs, whether purebred or not;
    
  • 2. To promote responsible dog ownership by providing training and competitions open to the general public, and by conducting agility and flyball demonstrations for the public, humane societies, and similar organizations;
    
  • 3. To encourage and promote national and international competition in the sport of dog agility and flyball by providing support for superior teams of athletes;
    
  • 4. To lease, own, purchase, hold, and maintain real property and other property of any and all kinds in the State of Florida to accomplish these ends.

Section 3. Limitations.

Section 4. Construction and Definitions.

Article II. MEMBERSHIP

Section 1. Eligibility.

• (a) Membership Classes. There shall be two classes of membership in the Corporation.
  
  • 1. General. General membership shall be limited to any person who has been admitted to membership and has paid the current year’s dues. General members enjoy all Corporation privileges including the right to vote and hold office. The Corporation accepts the following categories of General membership:
    
    • a. Individual.
      
    • b. Household. More than one person living at the same address can choose to apply for a Household membership rather than for separate Individual memberships. The Corporation can designate dues and membership benefits that are different for Household memberships than for an Individual membership. In all other respects, each Household member holds the rights and privileges of an Individual member.
      
  • 2. Honorary. At some time the Corporation may desire to recognize an individual for some service or achievement. Such a person may be designated an “Honorary Member.” Honorary Members have no voting privileges or active participation in the business affairs of the Corporation, but shall otherwise enjoy the privileges of the Corporation. This Corporation may refer to persons of the honorary class as “members,” even though those persons are not voting members as set forth in Article II, Section 1(a) of these Bylaws, but no such reference shall constitute anyone as a member within the meaning of Florida Corporations Code Section 5056 unless that person or entity shall have qualified for a voting membership under Article II, Section 1(a) of these Bylaws. References in these Bylaws to “members” shall mean members as defined in Corporations Code Section 5056; i.e., the members of the class set forth in Article II, Section 1(a) of these Bylaws.
    
• (b) Responsibilities of Members. The responsibilities of Corporation membership are as follows:
  
  • 1. To further the objectives of the Corporation as listed in Article I.
    
  • 2. To help organize or work at any Corporation event in which the member is participating.
    
  • 3. To pay annual dues.

Section 2. Dues and Assessments.

• (a) Annual dues shall be set by the Board of Directors. Dues are payable on or before December 31 for the following year. Future changes in annual dues shall be recommended by the Board, subject to the approval of the membership at the next Corporation meeting, provided notice has been given of such proposal.
  
• (b) The Treasurer shall cause to be sent to each member by December 1 a statement for his dues for the ensuing year.
  
• (c) If a member has not paid his dues by January 15, the Membership Director shall send him a reminder. If the dues remain unpaid by February 1, the membership is considered lapsed.
  
• (d) Any assessments shall be proposed and discussed at a Corporation meeting and shall be voted on at the next Corporation meeting. The Secretary shall cause notice to be given to the membership of such impending vote.

Section 3. Election to Membership.

• (a) Application for Membership and Approval. Every applicant for membership shall apply on a form approved by the Board of Directors, which shall provide that the applicant agrees to fulfill the responsibilities of membership as listed in Section 1(b) and to abide by these Bylaws. Accompanying the application shall be the dues payment for the current year.
  
  • 1. All applications are to be filed with the Membership Director. The candidate’s application shall be considered by the Board. An affirmative vote of two-thirds of the Board shall be required to approve the applicant for membership. The Membership Director shall notify the applicant of the result of this vote.
    
  • 2. Rejected Applicants. Applicants for membership who have been rejected by the Corporation may not reapply within six months after such rejection.
    
• (b) Transferability. Neither membership in the Corporation nor the rights thereof can be transferred.
  
• (c) Termination. Membership, and all rights of membership, is terminated by any of the following causes:
  
  • 1. Resignation: A member in good standing can resign by submitting his resignation in writing to the Membership Director.
    
  • 2. Automatic termination: A membership shall be considered lapsed and automatically terminated if such member’s dues remain unpaid as provided in Section 2(c) above.
    
  • 3. Expulsion: As provided in Article VII.
    
  • 4. Death of the member.

Section 4. Membership Meetings And Voting.

• (a) Regular Membership Meetings. The goal is to have a regular Corporation meeting at least quarterly for the general membership of the Corporation. The Board shall designate the date, time, and place at least one month earlier.
  
• (b) Special Membership Meetings. Special membership meetings can be called by the Board or upon written request of five percent (5%) of the membership and shall be held at such place and time designated by the Board. Notice of such special meeting shall be made to the membership at least fifteen days before the date of said meeting. The Secretary shall mail written notice of such a meeting at least fifteen (15) days prior to the date of the meeting. Said notice shall state the purpose of the meeting and no other Corporation business may be transacted thereat.
  
• (c) Quorum. Four members and three directors, including at least one Officer, shall constitute a quorum at any Corporation meeting.
  
• (d) Order of Business. The order of business of all meetings of the Corporation shall be as follows:
  
  • 1. Introduction of prospective members, new members, and guests.
    
  • 2. Approval of minutes.
    
  • 3. Report of Treasurer.
    
  • 4. Reports of other officers, if any.
    
  • 5. Reports of Committees, if any.
    
  • 6. Unfinished business.
    
  • 7. Action items for vote.
    
  • 8. New business.
    
• (e) The preceding order of business may be altered or suspended at any meeting by the majority of the members present.
  
• (f) All order of business not otherwise provided for in these Bylaws shall be governed by the procedures set forth in the Roberts Rules of Order.
  
• (g) Any questions as to the interpretation of these Bylaws may be resolved by a majority vote of the members present at any meeting.
  
• (h) Voting. Each General member in good standing whose dues are paid for the current year shall be a voting member of the Corporation and shall be entitled to one vote at any meeting of the Corporation at which he is present. Proxy voting will not be permitted at any meeting of the Corporation Board or membership, committee meeting, or election. The Board of Directors may institute mail ballots at its discretion. Honorary Members are not eligible to vote.

Article III. BOARD OF DIRECTORS

Section 1. Board Membership.

• (a) The Board of Directors (hereafter, the Board) shall consist of the four (4) elected Officers of the Corporation plus three elected Members-At-Large.
  
• (b) Restriction on interested persons as directors: No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) 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 such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

Section 2. Powers of the Board.

• (a) General Powers of the Board. Subject to the provisions and limitations of the California Nonprofit Public Benefit Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, general management of the Corporation’s affairs shall be entrusted to the Board of Directors, and all corporate powers shall be exercised by or under the direction of the Board. All Directors shall be indemnified from all liability of said Corporation.
  
• (b) Specific Powers of the Board. The Board shall have the power to make rules and regulations and to take action consistent with the Corporation Bylaws and with the laws of the State of Florida, and shall have the power to transact the general business of the Corporation not otherwise provided for in these Bylaws. The Board shall have the power to incur debt. The terms and amounts of such debt shall be entered in the minutes of the Board. The note or obligation given for the same, signed officially by the President and Treasurer, shall be binding on the Corporation.

Section 3. Specific Duties of the Board of Directors.

• (a) Records. It shall be the duty of the Board to cause to be kept a complete record of all its minutes and acts and proceedings.
  
• (b) Supervising. It shall be the duty of the Board to supervise all Officers, agents, and employees, and to see that their duties are properly performed.

Section 4. Meetings of the Board.

• (a) Meetings. As it sees fit, the Board can conduct the business of the Corporation at meetings of the Board of Directors, separate from regular Corporation membership meetings. The President or two of the Directors can call for a meeting of the Board at any time. Directors must be given necessary notice of the meeting.
  
• (b) Quorum. Four of the seven members of the Board must be present to constitute a quorum at a Board meeting.
  
• (c) Special Board Meetings. The Board shall have the power to call special meetings of the membership when it deems it necessary. The Board shall also call a meeting at any time upon the written request of one-third of the Corporation members. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.
  
• (d) Telephone Conference. Any meeting of the Board of Directors, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
  
• (e) Overruling. Any action of the Board can be overridden if it is made an action item on the agenda of the next Corporation meeting, thereby notifying the membership of consideration of the issue, and if a majority of the members present at the Corporation meeting vote to overrule.
  
• (f) Waivers, Consents and Approvals. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum is present and that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Corporation’s records or made a part of the minutes of the meeting.
  
• (g) 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 is the act of the Board, and hence of the Corporation, unless the Articles or these Bylaws require a greater number or otherwise provide.
  
• (h) Action Without a Meeting. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as the unanimous vote of the directors.

Section 5. Vacancies.

• (a) Vacancies, Generally. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
  
  • 1. The death, resignation or removal of a Director.
    
  • 2. An increase of the authorized number of Directors.
    
  • 3. The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the Florida Nonprofit Public Benefit Corporation Law.
    
  • 4. The vote of a two-thirds (2/3) majority of all members to remove any Director.
    
• (b) Removal of Directors. Removal of a director for any reason other than those stated in this and the previous paragraph shall be governed by the provisions of the Florida Corporations Code for removal of directors without cause.
  
• (c) Resignation of Directors. Any director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
  
• (d) Filling of Vacancies.
  
  • 1. As vacancies occur on the Board of Directors, the remaining Board members shall immediately appoint an individual from the general membership to fill that vacancy. Such appointment shall be subject to ratification by a majority vote of the members present at the next Corporation meeting. The exception to this is in the event that the vacancy is for President, in which case the Vice President shall become the President, and a new Vice President shall be appointed as outlined herein.
    
  • 2. Such newly appointed officers shall serve until the next election of Board members.

Article IV. OFFICERS OF THE CORPORATION

Section 1. Corporation Officers.

• (a) The Officers of the Corporation shall be President, Vice President, Secretary, and Treasurer. They shall serve in their respective positions both with regard to the Corporation and its meetings and the Board and its meetings for two years, and until their successors are elected.
  
  • 1. The President shall, with the advice of the other members of the Board, direct the affairs of the Corporation, and shall discharge such other duties as may be required by the Bylaws of the Corporation.
    
  • 2. The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence, resignation, or impeachment. In addition, the Vice President shall serve as Membership Director. As Membership Director, the Vice President shall:
    
    • a. Maintain a roster of all members that includes their addresses, e-mail addresses, telephone numbers, and dogs’ names. Current versions shall be made available to the Secretary for the purposes of communication with the members.
      
    • b. Provide an application form and a copy of the Bylaws to prospective members, distribute completed membership applications to the Board for its consideration, and notify applicants for membership of the Board’s vote (as described in Article II.Section 3).
      
    • c. Develop and maintain, in conjunction with the Board, an orientation sheet for new members describing the responsibilities and benefits of being a Click N Fly member.
      
  • 3. The Secretary shall prepare and keep a record of the proceedings of Corporation meetings and meetings of the Board of Directors and shall communicate Corporation business with Corporation members. Specifically, the Secretary shall:
    
    • a. Notify all members of all meetings within the time set by law or these Bylaws, preferably at least ten days in advance of said meetings. Meeting notification shall include an agenda, developed in conjunction with the President, that highlights any action items that will come up for a vote at the meeting.
      
    • b. Cause to be served all notices required by the Bylaws of the Corporation.
      
    • c. Further carry out the instructions of the President and Board of Directors.
      
  • 4. The Treasurer shall handle the finances of the Corporation. Specifically, the Treasurer shall:
    
    • a. Collect and receive all monies due or belonging to the Corporation and give receipt therefor, as necessary.
      
    • b. Deposit, in the name of the Corporation, all monies in such place of deposit as shall be designated by the Board.
      
    • c. Pay out any monies on order of the Board. The records maintained by the Treasurer must be open at all times to inspection by the members of the Corporation.
      
    • d. Report to the Corporation at each Corporation or Board meeting the condition of the finances of the Corporation and render a report by January 31 of each year of all monies received and expended during the previous calendar year ending December 31. The report must be audited by the Board as soon as practicable.
      
    • e. If required by the Board, give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.
      
• (b) Removal of Officers.
  1. An officer can at any time, for neglect or violation of duty, be removed by a two-thirds vote of the members present at a Corporation meeting, provided that the charges are filed with the Secretary or other Director of the Corporation at the preceding Corporation meeting.
  2. Charges shall be in writing and can be filed by any member of the Corporation.
  3. The Secretary or other Director shall give notice to the membership of the pending impeachment proceedings at least three weeks before the Corporation meeting at which the said impeachment proceedings will be heard. At the same time, the Secretary shall send a copy of the charges to the person charged.

Article V. ELECTION TO THE BOARD OF DIRECTORS

Section 1. Election to the Board of Directors.

• (a) Directors shall be elected to staggered two-year terms:
  
  • 1. The President, Secretary, and two Members-At-Large shall be elected for two-year terms beginning February 1 of even-numbered years.
    
  • 2. The Vice President, Treasurer, and one Member-At-Large shall be elected for two-year terms beginning February 1 of odd-numbered years.
  
  
• (b) By November 1 of each year, the President shall appoint a three-person Nominating Committee, and the Secretary shall notify all Corporation members as to the membership of the Nominating Committee and shall invite them to submit nominations to the Nominating Committee.
  
• (c) The Nominating Committee shall create a list of candidates with at least one nominee for each position up for election. The Committee shall verify that nominees are willing to serve if elected.
  
• (d) If at any time following the selection of candidates by the Nominating Committee there is no nominee for an office for any reason, it shall be the duty of the Board to nominate a candidate for the position.
  
• (e) No person can be a candidate for more than one office. No person can be a candidate who has not been nominated.
  
• (f) Candidates must be Corporation members in good standing to be elected to or to hold office in the Corporation.
  
• (g) Following nominations, the President shall appoint an Election Proctor. The Election Proctor shall have the responsibility of carrying out the election and cannot be one of the nominees.
  
• (h) By December 15 of each year, the Secretary shall send to each Corporation member a ballot stamped and addressed to the Election Proctor, containing the names of all nominees. Only ballots received by the Election Proctor by January 15 shall be tabulated. Proxy votes are not permitted.
  
• (i) The Election Proctor shall tabulate the ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The Election Proctor shall notify the membership of the results of the election by January 22.
  
• (j) New Board Members shall assume office effective February 1. Each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election results are announced.

Article VI. COMMITTEES

Section 1. Corporation Committees.

• (a) Such committees shall be named as are required by the various functions of the Corporation.
  
• (b) The size and membership of committees shall be determined by the Board.
  
• (c) The President shall appoint a Chair for each committee.
  
• (d) Membership on any committee shall not be for more than one year.

Article VII. DISCIPLINE OF MEMBERS

Section 1. Procedure for Discipline.

• (a) Any member (“Petitioner”) can allege in writing charges against another member (“Respondent”) for alleged misconduct prejudicial to the best interests of the Corporation. Written charges must be stated with particularity and specificity and must be filed with the Secretary together with a nonrefundable fee of $20.00. The Secretary shall promptly transmit a copy of the written charges to each member of the Board and to the Respondent.
  
• (b) The Board may dismiss the charges if a majority of the Board considers that the allegations, if proven, would not constitute conduct prejudicial to the best interests of the Corporation. If, after due consideration, the Board determines that the allegations, if proven, would constitute prejudicial conduct, the Board shall investigate the allegations. The investigation shall include interviews with the Petitioner and the Respondent by the Board.
  
• (c) After the investigation, the Board shall convene a special Board meeting to consider the evidence. After considering all of the evidence, the Board shall deliberate on the charges, which may be sustained only by a majority vote of the Board members present. The Board may sustain any or all of the charges. Upon sustaining any charge, the Board shall impose an appropriate sanction, which may range from censure, to suspension from the Corporation for a period of time, to expulsion. The Board’s findings and decision shall be written and filed with the Secretary immediately. The Secretary shall send a copy of the Board’s findings and decision to the membership, irrespective of whether the charges are dismissed or sustained.
  
• (d) If any or all of the charges are sustained, the Respondent has the right to appear before the membership at a subsequent Corporation meeting (not to exceed 6 months after the date of the decision) and ask that the Board’s decision be overruled. At that meeting, the President shall read the charges and the Board’s finding, decision, and sanction, if any, and shall invite the Respondent to speak on his own behalf. The members shall vote by secret written ballot on whether to uphold the Board’s recommendations. A majority vote of members present at the meeting is required to overrule the Board’s decision.

Article VIII. AMENDMENTS

Section 1.

Article IX. DISSOLUTION OF THE CORPORATION

Section 1.

Section 2.

Section 3.

Article X. MISCELLANEOUS PROVISIONS

Section 1. Indemnification.

• (a) To the fullest extent permitted by law, this Corporation may indemnify its directors, officers, employees, and other persons described in Florida Corporations Code Section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
  
• (b) On written request to the Board by any person seeking indemnification under Code section 5238(b) or section 5238(c), the Board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
  
• (c) To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by the above-referenced Corporations Code Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.

Section 2. Insurance.

Section 3. Maintenance of Corporate Records.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of the Click N Fly, INC. a Florida nonprofit public benefit corporation, and that the above Bylaws, consisting of ___ pages including this page, are the Bylaws of this Corporation as adopted by the Board of Directors on __________________ 20__, at _______________ Florida, and that they have not been amended or modified since that date.

Executed on_________________________________at____________________________________, Florida.

Adopted 2002, Revised 2002

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