LONG BEACH RECREATION DOG PARK ASSN.
BYLAWS

Last updated March 15, 2003

These corporation bylaws were approved by the general membership in December, 2000. They have been placed on file with the California Secretary of State's office along with the Articles of Incorporation.

The Board of Directors has proposed amending the organization's bylaws to increase the scope of our organization from Recreation Dog Park to encompass all new off-leash dog areas within the city.

Members of the association as of March 31, 2003, are eligible to vote and will receive ballots in the mail. All ballots must be returned by the April 26, 2003, quarterly members meeting. Members may also vote at the meeting in person.

CORPORATION BYLAWS

OF

RECREATION DOG PARK ASSOCIATION INC.

A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

ARTICLE I
NAME

The name of this corporation is Recreation Dog Park Association Inc.

ARTICLE II
PURPOSE, SCOPE & LIMITATIONS

A. PURPOSE:

1. To support to the City of Long Beach Department of Parks, Recreation and Marine by raising funds and providing volunteer support to improve and better maintain the Recreation Dog Park, in which pet dogs can exercises without leash restraint in a clean, healthy and safe environment.

2. To receive, invest and use funds acquired through dues, fundraising events, donations, gifts, grants, bequests and solicitations needed to facilitate health, safety, maintenance and improvement projects at Recreation Dog Park.

3. To provide charitable contributions for the care and humane treatment of animals.

B. SCOPE:

1. The scope of this association's activities includes individual and cooperative efforts with other like organizations to achieve project/funding objectives.

2. In concert with the City of Long Beach Department of Parks, Recreation and Marine, to identify and eliminate unhealthy or unsafe conditions which may arise at Recreation Dog Park.

3. To assist and advise owners and handlers who use the park in helping socialize their animals to enhance the enjoyment of the Recreation Dog Park and minimize health and safety related issues.

C. LIMITATIONS:

1. Association limitations are defined in its Articles of Incorporation, these Bylaws, and the association's agreement with the City of Long Beach Department of Parks, Recreation and Marine.

2. The association may not act independently of the City of Long Beach Department of Parks, Recreation and Marine in the implementation of health, safety, maintenance or improvement projects. All park projects are to be cooperatively identified, prioritized and implemented with specific approval by, and under the supervision of, the City of Long Beach Department of Parks, Recreation and Marine.

ARTICLE III
MEMBERSHIP

A. ELIGIBILITY:

Membership shall be open to anyone who endorses the purpose of the corporation, abides by these Bylaws, and who meets the requirements of one of the classes of membership defined below.

B. CLASSES:

The membership of this corporation shall consist of the following classes:

1. Non-voting members:

Non-voting members include:

(a) Honorary members designated by the board of directors.
(b) Associate members who make a contribution to the association (or specific park project) who either do not desire to be a voting member, or whose monetary contribution is of insufficient amount (less than the minimum annual dues) to qualify him/her as a voting member.
(c) Corporate/business members, sponsors or underwriters.
(d) Ex-officio members designated by the board of directors.

2. Voting members:

Voting members are those who pay annual dues. Each shall have one (1) vote. These members include:

(a) Individual members.
(b) Senior citizens (62 years of age or older).
(c) Family members / more than one person living at the same address.
(d) Supporting members.
(e) Sustaining members.
(f) Patrons.

3. Payment of dues:

The amount of assessed dues shall be set each year at the members' annual meeting. Payment of dues shall be on an annual basis. All dues are tax-deductible and non-refundable. The amount assessed for annual dues shall be as follows, but may be changed from time to time, if approved by the board of directors and the voting membership.

(a) Individual members dues .... to be set at annual meeting
(b) Senior citizen .80 x individual member
(c) Family members ... same as individual member
(d) Supporting members 2 x individual member
(e) Sustaining members 3 x individual member
(f) Patrons 4 x individual member
(g) Corporate/business sponsors 5 x individual member

4. Fiscal year:

The fiscal year shall begin 1 July and end 30 June of each year. Payment of annual dues shall coincide with this fiscal period.

5. Transfer of membership

Members may not transfer their membership or any rights arising from it.

6. Termination of membership:

The membership of any voting member shall terminate upon occurrence of any of the following:

(a) Resignation of the member.
(b) Failure to pay his/her dues.
(c) Determination by two-thirds (2/3) of the board of directors that a member has violated the Articles of Incorporation or these Bylaws.

ARTICLE IV
MEETINGS OF VOTING MEMBERS

A. ANNUAL MEETING:

The association shall hold its annual meeting in January of each year for the following purposes:

1. To elect and install new members of the board of directors.

2. To set annual dues.

3. To receive year-end reports, including but not limited to, future project forecasts, existing project status, secretary's and treasurer's reports.

Members shall be notified of the annual meeting by U.S. mail at least four (4) weeks in advance of this meeting, and via the "Paw Prints" quarterly newsletter.

B. ADDITIONAL MEETINGS:

1. Additional meetings of the membership shall be held quarterly to provide interim project and financial status; to allow regularly scheduled intervals where non-voting and voting members can discuss park priorities and concerns with Long Beach Department of Parks, Recreation and Marine representatives; and to vote on various proposals. Members shall be notified of quarterly meetings by U.S. mail at least three (3) weeks in advance of each meeting and via the Paw Prints quarterly newsletter.

2. Special meetings may be called at any time. Any voting or non-voting member in good standing (members whose dues are paid to date) may request a special meeting of the association by contacting any member of the board of directors. Special meetings must be of an urgent nature, and be approved by the board of directors, if it is determined that a meeting can not wait until the next regularly scheduled (quarterly) members meeting. Members shall be notified by U.S. mail at least one (1) week in advance of special meetings and by flyers posted at Recreation Dog Park.

C. QUORUM:

Fifteen percent (15%) of the recorded voting members in good standing shall constitute a quorum for any meeting of the members.

D. VOTING:

1. Eligibility to vote:

All voting members in good standing shall be entitled to one (1) vote at a meeting of the members.

2. Methods of Voting:

Voting may be done by any of the following methods:

(a) Returning ballots by U.S. mail.
(a) Oral, hand or ballot vote at meetings and recorded by the secretary.
(b) Signed facsimile.

E. NOTICE OF CERTAIN AGENDA ITEMS:

Annual, quarterly and/or special meetings which are intended to address any of the following subjects/proposals require specific written notification to members to clearly define the subjects/proposals to be discussed and/or voted upon.

1. Removing directors/officers.
2. Filling director/officer vacancies.
3. Amending the Articles of Incorporation or Bylaws.
4. Dissolution of the corporation/association.

F. RULES OF ORDER

All members meetings shall be governed by Roberts Rules of Order and enforced by the president of the association.

ARTICLE V
BOARD OF DIRECTORS

A. NUMBER OF BOARD MEMBERS:

The board of directors shall consist of no more than nine (9) voting members who shall be elected and installed at the annual meeting. The officers of the board shall be the president, vice president, secretary and treasurer. Officers shall be elected by the board of directors at the first board of directors meeting following the annual members' meeting.

B. QUALIFICATIONS:

1. Board members shall be voting members of the association in good standing for a minimum of one (1) year.

2. Board members shall maintain a residence or business within Los Angeles or Orange counties.

3. Board Members shall be subject to the financial self-interest / conflict of interest exclusions described below.

C. FINANCIAL SELF-INTEREST / CONFLICT OF INTEREST EXCLUSION:

1. No member of the board of directors shall have a financial self-interest in the investments, fundraising efforts of the association, projects funded by the association, or on-going maintenance efforts paid for by the association.

2. No member of the board of directors shall have a financial self-interest in Recreation Dog Park itself.

D. NOMINATIONS & ELECTIONS:

1. The board of directors shall solicit nominations for annual elections and board vacancies at quarterly members meetings. Nominees shall be advertised to members at subsequent quarterly meetings, through the Paw Prints quarterly newsletter and by special mailings.

2. Members shall be mailed ballots at least four (4) weeks in advance of board elections, which could be held at either the annual meeting or at a quarterly meeting to fill unscheduled board vacancies.

3. Members may cast their votes for board members by:

(a) Returning ballots by U.S. mail.
(b) Oral, hand or ballot vote at meetings and recorded by the secretary.
(c) Signed facsimile.

4. Members may write-in nominees who are voting members in good standing and meet the qualifications for board members specified above.

5. Board members shall be elected by a simple majority vote.

E. SPECIFIC POWERS & LIMITATIONS:

1. The board of directors shall administer the affairs of the corporation; control all expenditures and property of the corporation; and act in the corporation's interest on matters which are inconsistent with the Articles of Incorporation, these Bylaws, our agreement with the City of Long Beach Department of Parks, Recreation and Marine, and public law.

2. The board of directors shall have no power which subjects the corporation to any debt, encumbrance or liability beyond the amount of the corporate fund.

3. The board of directors shall create and disband committees as may be considered necessary from time to time.

4. To ensure the completeness and accuracy of corporate records and books, upon the completion of the fiscal year the secretary and treasurer's books shall be reviewed by an independent entity, appointed by the board of directors, and findings reported at the annual meeting.

5. The board of directors may not remove board members/officers; fill board vacancies; amend the Articles of Incorporation or Bylaws; or dissolve the corporation/association without approval by the voting membership.

6. Directors may chair committees and perform other duties in addition to their normal board responsibilities.

F. LENGTH OF TERM:

1. Directors shall be elected to a term of three (3) years. Annual elections shall be held in a manner where one-third (1/3) of the board (3 members) will be elected each year.

2. There shall be no limit to the number of terms a board member may be re-elected to.

3. Following each annual election, the board of directors shall elect new officers for a term of one (1) year.

PROVISO

The 2001/2002 annual elections shall include those seats where current
directors / officers exceed the three (3) year term limit.

G. HONORARY & EX-OFFICIO MEMBERS:

Non-voting honorary and ex-officio board members may be appointed by the board of directors from time to time to support specific association needs.

H. COMPENSATION:

Directors and officers of the board shall not receive compensation for their services, but may be reimbursed for expenses directly related to association business, if deemed to be just and reasonable by the board of directors.

I. VACANCIES:

1. Any unscheduled vacancy on the board shall cause a special election to occur to fill the remainder of the board member's term. Should be board of directors feel that the time remaining for the vacant position would not warrant a special election, they may pass a resolution to that effect and recommend same at the next regularly scheduled members' meeting for approval.

2. Board members and officers may resign by giving written notice to any board member.

3. Board members may be terminated upon occurrence of any of the following:

(a) Failure to pay his/her dues.
(b) Determination by two-thirds (2/3) of the board of directors that a member has violated the Articles of Incorporation or these Bylaws.
(c) Failure to abide by the rules of order and ethical behavior.
(d) Failure to attend three (3) consecutive board meetings (without reasonable justification).

J. MEETINGS:

1. The board of directors shall call and administer all annual, quarterly and special members meetings.

2. The board of directors shall hold regular monthly board meetings to attend to and administer on-going planning, financial and operational needs of the association. Board meetings require a 50% quorum to vote on any issue or proposal presented at that meeting, i.e., a meeting can occur but votes are not valid unless a quorum is present.

3. Monthly board meetings shall include secretary's and treasurer's reports; address old and new business agenda items; and status from committee chairpersons, as required.

The secretary's meeting minutes, treasurer's financial reports and committee status reports provided at monthly board meetings allow incremental review and approval by the board of directors, and provide the source materials needed to prepare various year-end reports to the association and governmental agencies.

4. Board meetings shall be governed by Roberts Rules of Order and enforced by the president of the association.

K. COMMITTEES:

1. The board of directors shall from time to time create standing and ad-hoc committees, each consisting of two (2) or more members, for the purpose of achieving specific association goals and objectives.

2. Standing committees shall include, but not limited to:

(a) Project / Fundraising committee(s)
(b) Park maintenance & planning
(c) Membership
(d) Communications & advertising
(e) Nominations & elections.

3. Committee chairpersons shall be drawn from the full membership and approved by the board of directors.

4. The board of directors shall have the authority to remove or replace committee chairpersons as situations dictate.

5. Each association project/event shall have a chairperson responsible for its overall planning, funding, advertising, and implementation. That person shall coordinate the event's activities with other committee chairpersons and board members, as required.

6. The specific purpose, limitation, and functions to be performed by each committee shall be established by the committee chairperson and approved by the board of directors.

7. Standing Committee Charters shall be developed by Committee Chairpersons, and maintained by the Association's Secretary, and may be changed/enhanced from time to time to incorporate "lessons learned" and to reflect the changing needs of a given committee.

ARTICLE VI
DUTIES OF THE BOARD OF DIRECTORS

A. PRESIDENT:

1. The president shall be the general manager of the association and shall supervise, direct, and control the association's activities, business affairs, and officers.

2. The president shall preside at all members' meetings and at all board meetings.

3. The president shall have such powers and duties as the board or these Bylaws prescribe.

4. The president shall sign, with the treasurer, all checks.

5. The president shall be an ex-officio member of all committees created by the board.

6. The president shall be the association's focal point and principal spokesperson for all park project planning meetings with Long Beach City personnel.

B. VICE PRESIDENT:

The vice president, in the absence of the president or secretary, shall perform all duties of those offices.

C. SECRETARY:

1. The secretary shall record, or cause to record, meeting minutes at annual, quarterly, and special members' meetings; monthly board meetings; and committee meetings, as required.

2. The secretary shall keep a Book of Minutes for all meetings, proceedings and actions of the board of directors; of committees of the board; and members' meetings.

3. In support of the secretary, committee chairpersons shall record committee meeting minutes and provide same to the secretary for inclusion in the Book of Minutes.

4. The secretary shall maintain copies of the corporation's Articles of Incorporation, Bylaws, committee charters and other documents critical to the corporation in its dealings with city, state and federal agencies.

5. The secretary shall notify members of regular and special meetings in the time and manner prescribed by these Bylaws. Supplemental notifications shall also be provided via the Paw Prints newsletter and posted notices at Recreation Dog Park.

6. The secretary shall keep a current Book of Members' Records, containing:

(a) Members' names, addresses, phone numbers, email addresses and facsimile numbers.
(b) Members' class of membership.
(c) Members' dues status (as provided by a membership committee chairperson and/or the treasurer).

The secretary shall keep all members' records confidential, and shall only release members' information after receiving individual / specific member's approval, or as required by public law.

7. The secretary shall allow the inspection and copying of association records as defined in Article VIII C, Records and Reports.

D. TREASURER:

1. The treasurer shall keep and maintain adequate and accurate Books of Accounts of the association's properties and transactions.

2. The treasurer shall receive, collect and deposit all funds or other valuables in the name and to the credit of the association.

3. The treasurer shall prepare and present a written financial report appropriate for each annual and quarterly members' meeting; and for each monthly board of directors meeting. Financial reports, as a minimum, shall include:

(a) The association's monthly and year to date income, expenses and account balance.
(b) Specific project income, expenses and project/account balance.
(c) Restroom key account transactions.

4. The treasurer, with the president, shall sign all checks. In the treasurer's absence, the president shall sign all checks.

5. The treasurer shall allow the inspection and copying of financial reports as defined in Article VIII C, Records and Reports.

6. The treasurer shall maintain an adequate set of financial books/records, recognized as accepted accounting practices, in order to satisfy applicable state and federal reporting and audit requirements.

7. The treasurer shall submit financial books/records for independent review before each annual members' meeting and before the filing of financial reports with state and federal agencies.

8. If required by the board of directors, the treasurer shall give the association a bond in the amount and with the surety or securities specified by the board, for faithful performance of his/her duties and for restoration to the association of all its books, money and other property upon their death, resignation or removal from office.

E. PARLIAMENTARIAN:

1. It shall be the duty of the outgoing president of the board of directors to assume the position of parliamentarian.

2. The parliamentarian shall be responsible for assuring a smooth transition of power after annual board elections and assignment of new officers.

3. The parliamentarian shall assure that the Articles of Incorporation and Bylaws are understood and adhered to by all board members.

4. The parliamentarian may or may not be an elected board member. If the parliamentarian is not a board member, he/she shall act as a non-voting ex-officio advisor to the board.

ARTICLE VII
PERMITS, INSURANCE & WAIVERS

1. The association shall obtain permits and purchase liability insurance necessary to conduct association events/activities.

2. Written waivers shall be obtained to document that permits and/or liability insurance is not required to conduct association events/activities.

3. Obtaining permits, insurance and/or waiver protection is the responsibility of the event/activity chairperson and must be approved by the board of directors.

ARTICLE VIII
RECORDS & REPORTS

A. The association shall keep:

1. Written records of members' meetings, board meetings and committee meetings.

2. Written records of members.

3. Written financial accounts, books and records.

4. Written records of the association's Articles of Incorporation, Bylaws, other corporate documents and all changes thereto.

B. The association shall prepare and deliver annual and periodic reports required by state and federal law. Such reports/filings shall be reviewed and approved by the board of directors prior to submittal.

C. RIGHTS OF INSPECTION:

As a Nonprofit Public Benefit Corporation, association information is open to the public and available via the Association's Home Page at www.geocities.com/lbdogpark. General information, including the Corporation's Articles of Incorporation, Bylaws, and Annual and Quarterly Secretary's and Treasurer's Reports may be accessed and downloaded at no charge.

Any Voting or Non-Voting Association member in good standing who does not have access to the Internet may, upon written request to the association's secretary, obtain copies of the same documents described above for the cost of reproduction and mailing expenses. Requests for additional information will be handled on a case-by-case basis.

ARTICLE IX
AMENDMENTS

A. Without specific approval by the association's voting members, the board of directors may not:

1. Adopt, amend or repeal any bylaw that would materially or adversely affect association members.

2. Change voting rights, classes, quorum or majority requirements.

3. Fix or change the number of board members or officers.

4. Fix or change the term of board members or officers.

5. Change board member qualifications or election procedures.

6. Change the amount of annual dues.

B. New bylaws may be adopted, or these bylaws amended, only with the approval of voting association members.

ARTICLE X
DISSOLUTION

A. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever benefit any director, officer, or member thereof, or be used for the benefit of any private person. Upon the dissolution of the corporation, its assets remaining after payment or provision for payment of all debts and liabilities of this corporation shall be distributed to nonprofit funds, foundations or corporations organized and operated exclusively for similar charitable purposes, and which has established tax exempt status under Section 501(c) (3) of the Internal Revenue Code.

B. Reasons for dissolution of this corporation include, but are not limited to:

1. A vote by the general membership to dissolve the corporation / association.

2. Failure to meet state and federal requirements for a nonprofit public benefit tax-exempt organization.

3. Failure to secure a working agreement with the City of Long Beach.

4. Elimination of Recreation Dog Park.

CERTIFICATION OF THE SECRETARY

I certify that I am the duly elected and acting secretary of the Recreation Dog Park Association Inc. I further certify that the above Bylaws, consisting of eleven (11) pages, are the Bylaws as adopted by its board of directors and members on ( date ), and that they have not been amended or modified since that date.

Executed on (date) at Long Beach, California, on (same date).

_________________________________
Jim Walters
Secretary,
Recreation Dog Park Association Inc.