Revised 2013: October 15, January 9, December 12.

Bylaws for Saint Louis All Dogs

ARTICLE ONE – NAME, PURPOSE and OFFICES

Section 1 - Name & Purpose
The name of the club is Saint Louis All Dogs. In these bylaws it will be referred to as the "club". The club is a Missouri Nonprofit Corporation organized as a social and recreational club. July 2013 the club was granted 501(c)(7) status.

Section 2 – Mission Statement
The Board of Trustees shall establish and publish a Mission Statement and Guidelines for the club. The Board of Trustees shall periodically review these documents to reconcile them with any changes to the club's direction. These statements and guidelines may be amended at a regular meeting by the affirmative vote of two thirds of the whole Board of Trustees.

Section 3 - Offices
The Board of Trustees shall establish the offices, and any subordinate offices, as are required to conduct the affairs of the club.

Section 4 - Website
The official website and clubhouse of the club shall be stlalldogs.com or such other sites as the Board of Trustees shall approve. It's upkeep shall adhere to a budget determined by the Board of Trustees. The costs associated with the website will be posted on the club’s financial accounting records.

Section 5 - Non-discrimination
There shall be no discrimination against any person by reason of race, religion, age, handicap, disability, sex, national origin, or sexual orientation with respect to Board membership, Club membership, or any other act of the Club. Saint Louis All Dogs maintains no dog breed restrictions or bans.

ARTICLE TWO – MEMBERSHIP and DUES

Section 1 - Eligibility
Membership in the club is open to all members who agree to abide by the club's Guidelines and whose application for membership has been accepted. Club members will maintain an up-to-date email address with the club by promptly revising that information in their user account.

Section 2 – Membership Structure & Roles
Membership in the club shall be by application on a form established by the club and made available on the clubhouse website.

Structure: Authenticated (account holders)
Authenticated account holders are persons who have filled out the STLAD registration form. Upon completion the website lists them as 'new' and adds them to the club's 'pending' report. These persons may or may not have verified their email address, added their dogs, or sent in vaccination documents one time. They are in the process of becoming a member of the club and are not considered as such, until such time as they complete all membership requirements and have been approved.

Roles of membership shall be as follows:

Role: Associate (account holders)
These persons shall not have the right to vote on club matters, serve on club Committees and Task Forces, serve on the Board, or hold office on the Board. Associates are not asked to pay dues. They receive limited access to the clubhouse, can not signup for events, nor bring dogs to events.

Role: Active Members
Active members shall be individuals who agree to abide by club standards and guidelines. These members shall have the right to vote on club matters, serve on club Committees and Task Forces, serve on the Board, and hold office on the Board. Active members create and attend walk-with-me events. Active Members have paid dues and they have full access to the clubhouse. They can signup for and bring their registered dogs to events.

• Grand members are any active member whose dog has passed away, and at the discretion of the Board of Trustees, may be designated as a special grand member. Grand member is a title designation only. Grand members have the right to vote on club matters, serve on club Committees and Task Forces, serve on the Board, and hold office on the Board. 

Role: upgrades
• Planners are members whose role has been upgraded. They use the Group Event and Party forms to create fun activities for all members to attend. Planners also are assigned tasks which aid the membership as a whole. Planners assist Moderators by strategizing methods for keeping the membership engaged and participating.

• Moderators are members whose role has been further upgraded. Moderators keep the clubhouse running smoothly by answering members questions and interceding if friction occurs. Moderators strategize methods for keeping the membership engaged and participating. They receive and process pendings members. Moderators are highly motivated to create events for all to attend, have a solid understanding of how the website functions and can utilize various clubhouse forms and reports to accomplish tasks.

Section 3 – Dues and Privileges
Dues, services and privileges for the various member classes shall be established by the Board of Trustees at their discretion by a majority vote of the whole Board of Trustees and will be published on the club website. Dues and contributions help pay for operating costs. Any change in annual dues proposed by the Board of Trustees will be presented to the members for a vote, either electronically or at the next regular member meeting.

Dues from 'new' members shall be accepted any time during the year. Dues payable within thirty (30) days of approval of a new member for membership in the club will be considered payment for the remainder of the fiscal year. 

Active Members whose dues have not been received by April 1, will have their account marked unpaid, and their membership role downgraded to member-delinquent until such time as dues are paid.

Section 4 – Routine Termination of Membership
Membership shall terminate upon occurrence of any of the following events:

• resignation of the member, upon canceling his/her account on the clubhouse; which disables his/her ability to log-in to the website (clubhouse).  Any content he/she added to the clubhouse will remain viewable by other club members and remains the property of Saint Louis All Dogs.
   
• expiration of the period of membership, unless the membership is renewed;
   
• failure of the member to pay dues within the time established by the Board of Trustees after they are due and payable;
   
• occurrence of any event which renders the member ineligible for membership.

Section 5 – Censure or Termination of a Member for Cause
The club may censure a member, or terminate their membership in the club, upon the good faith determination by two-thirds of the Board of Trustees; that the member has failed in a material and serious degree to observe the guidelines of the club, has engaged in conduct materially or seriously prejudicial to the club's purposes and interests, has made a verbal or written threat to any STLAD member, or has ignored requests to adjust behavior of an unruly dog that they own.

• Censure of a member will result in the member being blocked from the STLAD clubhouse for a period of four months.
   
• A member who is censured twice in a two year period will have their membership in the club automatically terminated.
   
• If a member who has been terminated reapplies for membership in the club, their application must be approved by two-thirds of the Board of Trustees.

Section 6 – Process for Termination of Membership
If grounds appear to exist for terminating a member under Article 2, Section 5 of these bylaws, the following shall apply;

• Initial review and action for reports of alleged violations are given to the STLAD President who will:
  
  • Immediately acknowledge receipt of the report without comment. However, if it is apparent on the face, that the alleged incident or action would not be a violation, then the person filing the report will be advised that an investigation will not be pursued unless further facts are provided, or evidence comes to light.
     
  • Advise the person reporting the alleged violations, that they must not only verbally report, but also submit an email to the Board of Trustees. The email report will be held confidential throughout the investigative period.
     
  • Collect such information and data as is reasonably available concerning the allegations.
     
  • Upon completion of an initial investigation, the President and Vice-President will review all pertinent information. If they agree that there is no evidence of a violation or that insufficient evidence exists to proceed then they will advise the person filing the initial report that the file is being closed pending future developments.
     
  • However, if the President and Vice-President agree that there are grounds for possible action against a member then the President will advise the member accused of the general allegations and issues and offer an opportunity for comment and reply.
     
  • Appeal to the Board - If the member exercises his/her right of appeal, the full Board of Trustees will review the information and determine if their initial decision is to be upheld or reversed. The Board shall have 30 days from the presentation of an appeal in which to make their decision. This deadline may be extended with notice to all parties.
     
  • Confidentiality - Throughout the course of the investigation and final decision, the names of the accuser and accused shall remain confidential. Only the final decision of the Board, if deemed necessary by the Board, may be released to the members at large.
     
  • Any action challenging termination of membership, including a claim alleging defective notice, must be commenced within one (1) year after the date of termination.

Section 7 – Reinstatement of Membership
Upon an emailed request to the Board of Trustees and with the affirmative vote of two-thirds (2/3) of the members of the Board, a former member may be reinstated to membership on such terms as the Board of Trustees may deem appropriate.

Section 8 – Transfer of Membership
No membership or rights arising from membership may be transferred.

ARTICLE THREE – MEETINGS of the Membership

Section 1 – Semi-Annual Meeting of the Membership
The semi-annual meetings of the club shall be held on a date and time and in a location designated by the Board of Trustees. Notice of the meeting shall be published in club publications and websites at least thirty (30) days prior to the meeting. The Board of Trustees may postpone the semi-annual meeting, due to a natural disaster or other emergency, as determined solely by the Board, for up to one year, by a vote of two thirds (2/3) of the Board members that are present or available.

Section 2 – Special Meetings of the Membership
Special meetings of the club may be held after due notice, but no business other than formal business set forth in the notice shall be transacted. Such special meetings shall be held at such time and place as the Board and/or President may determine. The Secretary shall provide notice of the special meeting at least fourteen (14) days in advance.

Section 3 – Meeting Procedure
All meetings of the club will be conducted by the President, or in his/her absence, the Vice-President. If the Vice-President is not available, then by any Officer. Business will be conducted in a logical order and shall include a review of the minutes of the last meeting followed by reports of Officers and Committees, followed finally by introduction of new business.

Section 4 – Quorum at Meetings of the Membership
Ten (10) club members present in person, shall constitute a quorum of the membership for the transaction of business at any meeting of the general membership. If a quorum shall not be present at any meeting, the Directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, unless a quorum shall be present.

Section 5 – Voting Rights
Each Active Member shall be entitled to (1) vote on any business coming before the membership at any duly constituted meeting of the membership where a quorum of the membership is present according to the voting power provided for each member.  Members may not vote by proxy.

ARTICLE FOUR – TRUSTEES on the Board

Section 1 – Corporate Powers
All corporate powers shall be exercised by, or under the direction of, and the business affairs of the club shall be managed by, the Board of Trustees. Individual Trustees shall act only as members of the Board. Trustees shall be residents of the State of Missouri or Illinois and must be a member in good standing of the club.

Section 2 – Number of Trustees
The number of authorized members of the Board of Trustees of the club shall be not less than three (3) and not more than eight (8), unless and until changed by amendment to this bylaw, provided, however, that there shall always be at least three Trustees. The exact number of Trustees shall be determined periodically by resolution of the Board.

Section 3 – Nomination and Election of Trustees
Any Active Member, Planner or Moderator of the club may nominate another Active member, Planner or Moderator as a candidate for election as Trustee. The candidate must have been a member of the club for two years.

The Board of Trustees is charged with evaluating all nominations submitted, ensuring that nominees meet the established criteria for Board service.

Elections conducted under this section shall be conducted by a secure voting method, at such time, as to be completed prior to the commencement of the applicable term of office. In the case of a tie vote between two or more candidates there shall be a runoff election between the candidates who were tied.

Section 4 – Trustee Term of Office
All Trustees serve until their successors are duly elected or appointed, or until their duties are completed, or until their effective resignation or removal.

Section 5 – Resignation of a Trustee
Any Trustee may resign at any time by giving written notice of such resignation to the President and Secretary of the Board.

Section 6 – Removal of a Trustee
Any Trustee may be removed from the Board by a two-thirds vote of the other Trustees upon a conviction of a felony or the conviction of charges relating to the abuse and/or cruelty to animals. Additionally, any Trustee may be removed by a two-thirds vote of the other Trustees with or without cause.

Section 7 – Vacancies on the Board
Any vacancy on the Board that occurs during the year through death, resignation, removal, failure of an elected board member to accept the office, or other cause may be filled by a special election during the next annual election. The remaining Trustees may appoint an individual to fill the vacancy until such time as the completion of the special election, by a two-thirds vote. The Trustee elected in the special election will serve out the remainder of the vacated term and will assume office when the election results are published.

Section 8 – Meetings of the Trustees
The semi-annual meeting of the Board of Trustees shall be held on the same day and in the same location as, and immediately following, the semi-annual meeting of the general membership.

Meetings of the Board of Trustees and the Executive Committee may be in-person, by phone, or by way of electronic conferencing provided the means used allows for full exchange of dialogue between all participants. Notice of all meetings of the Board of Trustees and Executive Committee shall be published in the club digest, newsletter and website, thirty days prior to the date of the meeting. Said notice will indicate the date, time, and location of the meeting. Emergency meetings of the Board of Trustees and Executive Committee are exempted from this requirement.

Saint Louis All dogs members are allowed to attend any in-person meeting of the Board of Trustees as long as they are not meeting in Executive Session. These groups may meet in Executive Session when discussing issues of a confidential nature such as those regarding human resources, ethics complaints, and other issues as defined by law.

Section 9 – Presiding Officer
At all meetings of the Board of Trustees, the President, or in his/her absence, the Vice-President, or in the absence of both, one of the Trustees chosen by the Board shall preside.

Section 10 - Voting
Two or more Board members constitutes a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Each Trustee shall have one (1) vote and such voting may not be done by proxy. Passage of a motion when meeting in person or on the phone, requires a simple majority, unless otherwise noted in these Bylaws or the rules and policies of the club. When necessary, the Board may vote via email or other means using the Internet but those votes must be unanimous.

Section 11 – Executive Committee
The Executive Committee of the Board shall consist of the President, Vice-President, Secretary, Treasurer, and the Webmaster. The President shall preside at all meetings of this committee. The committee shall have the right to, and may exercise, during the intervals between meetings of the Board of Trustees, any and all of the powers of the Board of Trustees which may be lawfully delegated in the management of the business and affairs of the club except that the Executive Committee shall not have the right to exercise any powers which can be exercised only by a vote of the whole Board of Trustees.

A majority of Executive Committee members constitutes a quorum. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Each member of the Executive committee shall have one vote and such voting may not be done by proxy. Passage of a motion requires a simple majority, unless otherwise noted in these Bylaws or the rules and policies of the club.

Section 12 – Compensation of Trustees
Trustees shall not receive any stated salary or compensation for their service as Trustees but, may be reimbursed for direct expenses paid while acting on behalf of the club, per the reimbursement policy documented in the rules and policies of the club. Trustees shall not receive any compensation, remuneration or benefit for their services.  A Trustee or club Officer or club Member may be reimbursed by the club for any lawful and necessary expenses put forward for purchase of items or services for the benefit of the club as long as the purchase or contract was approved by two thirds (2/3) of the Board of Trustees beforehand.

Section 13 – Access to Records
Each Trustee shall have the right to examine all records of the clubwith 10 days advance notice by email.

Section 14 – Conflict of Interest
Purpose: the conflict of interest policy is implemented for the purpose of avoiding any conflict between the interests of Saint Louis All Dogs (“STLAD”) and any STLAD Board member or officer’s personal, professional or business interests.

Obligations: board members and officers have a duty to act in good faith toward STLAD and should avoid all conflicts of interest as well as the appearance of any conflicts of interest. A conflict of interest arises whenever a STLAD Board member or officer has a material financial or personal interest in a proposed STLAD transaction. A financial interest may be direct or indirect, and includes substantial gifts or favors. The Board will maintain a Conflict of Interest policy within the rules and policies of the club which applies to the Board of Trustees, Employees, Contract Workers, and Committee/Task Force members, which further defines what constitutes a conflict of interest or potential conflict of interest.

Disclosure: all STLAD Board members and officers must disclose any interests that they or a family member have in other entities where it is foreseeable that STLAD may enter into any business dealings with the entity. Board members and officers must disclose any actual or possible conflicts to the chairperson of the Board as such situations may arise. When a Board member or officer has an interest in a transaction being considered by the Board, he or she must disclose that interest before the Board takes action on the matter. Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will refrain from discussion and voting on said item. The Board member or officer shall not be present in the meeting while the matter is being considered. The minutes of the meeting will reflect that a conflict of interest disclosure was made and the affected Board member or officer was absent from deliberations and voting.

Compensation: the conflict of interest policy shall not be construed to preclude Board members or officers from performing services for the benefit of STLAD, provided that such services are either uncompensated or compensated at a reasonable and customary rate, according to the nature of the services provided. However, a voting Board member or officer who receives compensation from STLAD for his or her services may not vote on matters pertaining to that member’s compensation. It would be a conflict of interest for a serving Trustee to apply for or to serve as an employee of the club. Trustees may apply for employment with the club but only after resigning their position as Trustee. A former Trustee applying for employment with the club will be treated no differently than any other individual that applies for employment with the club.

ARTICLE FIVE – OFFICERS & ELECTIONS

Section 1 – Officers
The Board of Trustee Officers shall consist of President, Vice-President, Secretary, Treasurer, and Webmaster. Members from the club membership may volunteer for the tasks of Trustee or be appointed/elected by the Board of Trustees. Also see, section 6 below.

The currently serving Board of Trustees will elect individual Trustee's as President, Vice-President, Secretary, and Treasurer. The President and Vice-President must have served on the Board for at least one year. The Vice-President, Secretary and Treasure may be selected from currently serving Trustees who are eligible to serve in the following year or any of the newly elected Trustees.

All officers must be Trustees throughout their term of office. Each officer shall hold office until his successor has been duly appointed or until his duties are complete. See Article Four, Section 4.

Section 2 - President
The President shall call all meetings and preside at all meetings of the Members of the club, and of the Board of Trustees and of the Executive Committee. He/she shall be an ex officio member of all committees of the Board of Trustees. The President will work closely with the Vice-President to prepare her/him for serving as President.

Section 3 – Vice-President
The Vice-President shall perform and fulfill the duties of the President when necessary and will work closely with the Presidentto learn all aspects of that office in preparation for becoming President.

Section 4 - Secretary
The Secretary shall keep the records and certificates of the group and handle correspondence under direction of the President and Trustees, performing other duties as may be required by the Board of Trustees. The Secretary is responsible for emailing notices of meetings to the entire club membership and for posting meeting notices as outlined in Article Three, Section 1 of these bylaws. The Secretary is responsible for keeping secure the email addresses and other personal information of the club membership. The Secretary shall keep or cause to be kept a record of all meetings of the Board of Trustees and shall keep a record of all votes and the minutes of all proceedings in a file on Google Docs shared by the Saint Louis All Dogs Board of Trustees.

Section 5 - Treasurer
The Treasurer shall be responsible for overseeing club funds under direction of the President and the Board of Trustees. The Treasurer shall report to the Board monthly to the on the state of clubs finances and will work closely with the President to establish and maintain necessary financial controls and shall perform other duties as required by the Board of Trustees. The Treasurer shall keep, or cause to be kept, regular and faithful accounts in proper books (or software) of all monies and securities that may come into his or her hands and of all receipts and expenditures connected with the same. The Treasurer is responsible for keeping a running tally of revenue and expenses updated on the club website to accurately reflect the balance of funds available to the club in its bank account - pending the ability of the club website to display such information. His or her books and accounts at all times shall be open to the inspection of any member of the Board of Trustees. At the expiration of his or her term of office, the Treasurer shall account to and make a proper settlement with and turn over his other books as Treasurer to his or her successor and such settlement shall be subject to the approval of the Board of Trustees, and the fact that such settlement has been made shall be reported at the next meeting of the Board of Trustees and noted on its records. The Treasurer shall prepare all governmental reports as necessary, i.e. renewal of Fictitious Name Registration and renewal of Missouri Non-Profit Corporate Charter and shall forward copies of all such reports in a timely manner to the President (when accompanying disbursements are required) or shall be responsible to submit to the appropriate governmental office if no such disbursements are necessary. All checks or demands for money and notes of the corporation shall be signed by the Treasurer.

Section 6 – Subordinate Officers
There shall be such subordinate officers, agents and servants (such as Webmaster) as the interest of the club shall require, and as the Board of Trustees may from time to time select, and their powers and duties shall be fixed by the Board of Trustees.

Section 7 – Removal of an Officer
Any member of the Executive Committee elected by the Board of Trustees may be removed by a vote of three-fourths of the Board of Trustees if the Board believes it is in the best interest of the club to remove them from the Executive Committee.

ARTICLE SIX – COMMITTEES

Section 1 – Establishment of Committees
The Board of Trustees may establish Committees by a majority vote. The Board will designate a member to be Chair of each Committee. The Board will establish the charter of each Committee, its maximum size, a job description and list of qualifications for the Chair and Vice-Chair and members. The Board will evaluate all Committees on an annual basis. The Board may dissolve any Committee/ by a majority vote of the STLAD Board of Trustees. The President will attend and supervise all Committees as stated in Article Five, Section 2 and/or assign staff to Committees.

Section 2 – Membership of Committees
Membership on any STLAD Committee/Task Force will be open to any Active STLAD Member in good standing that meets the stated qualifications for the Committee/Task Force position. The President will ensure that the availability of all Committee/Task Force positions are announced to the membership.

The Board will elect by majority vote, a Chair and Vice-Chair for each Committee and a Chair and Vice-Chair for each Task Force from among the volunteers that have applied to serve on the Committee, selecting the candidates best qualified to serve in a leadership capacity. The Chair of a Committee/Task Force does not need to be a Trustee. Any STLAD Committee/Task Force Chair and Vice-Chair may be removed by a majority vote of the STLAD Board of Trustees.

Committee/Task Force members will be selected by the Chair and Vice-Chair or the STLAD President. Committee members will volunteer for a term of one year on that Committee.

All Committees and Task Forces shall be governed by these bylaws and club rules and policies.

ARTICLE SEVEN – ACCOUNTS, BOOKS, EARNINGS

Section 1 – Fiscal Year
The fiscal year of the club shall coincide with the calendar year beginning on January 1st and ending on December 31st.

Section 2 – Books and Records
The club shall keep correct and complete books and records of accounts. The Board of Trustees, and committees having and exercising any of the authority of the Board of Trustees, and shall maintain a record (on the clubhouse) giving the names and email addresses of the members entitled to vote. All books and records of the club may be inspected by any member for any proper purpose at any reasonable time. The club shall keep correct and complete books and records of accounts at the principal business office of the corporation in this state or at such other place as they may from time to time determine and as may be permitted by law.

Section 3 – Open Records Policy
The Board of Trustees shall maintain a policy of open records allowing all members in good standing access to all corporate records at the place of business of the club during regular business hours. The Board of Trustees may maintain certain records such as personnel files, and/or others as advised by legal counsel, as confidential and not available for review by individual members.

Section 4 – Contracts
The Board of Trustees may ratify or authorize any officer or officers or agent or agents of the club, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the club, and such authority may be general.  No member has the authority to bind the club except as may be approved in advance or ratified by the Board of Trustees.

Section 5 – Checks, Drafts, Orders
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the club over Fifty Dollars ($50.00) shall be signed by two (2) officers of the club, one of which is the Treasurer, and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

Section 6 – Deposits
All funds of the club shall be deposited from time to time to the credit of the club in such banks, trust companies or other depositories as the Board of Trustees may select.

Section 7 – Earnings
No part of the net earnings of the club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons. The club is authorized and empowered to pay reasonable compensation to entities for services rendered and to make payments and distributions in that accord.

Section 8 – Gifts
The Board of Trustees may accept on behalf of the club any contribution, gift, bequest, or devise for any purpose of the club. 

ARTICLE EIGHT – AMENDMENTS

Section 1 – Amendment by the Board of Trustees
These bylaws may be amended at a regular meeting by the affirmative vote of two thirds (2/3) of the whole Board of Trustees.

Section 2 – Amendment by Members of the club
These Bylaws may be amended by vote of the membership.

• Any club member may propose an amendment to these Bylaws at the club's semi-annual meeting by submitting that amendment, in writing, to the clubs President at least 60 days before the date of the semi-annual meeting. Proposals presented at the semi-annual meeting and accepted by a majority of the eligible members voting at that meeting will then be submitted to the entire membership for acceptance or rejection by written or electronic ballot. This ballot with supporting arguments pro and con shall be sent to the membership within ninety (90) days following the semi-annual meeting at which the proposals were accepted for vote. An amendment shall be considered as approved if it receives an affirmative vote by an absolute majority of those voting in the election.

ARTICLE NINE – DISSOLUTION

Section 1
In the event of dissolution (disbanding), for any reason whatsoever, of the club, the remaining assets, including Trust Funds, shall not inure to the benefit of any member of the club, officers, Trustees or employees, but such assets and funds shall be transferred to a non-profit corporation organized exclusively for charitable, scientific, or educational purposes consistent with the mission of the club. The designation of such organizations shall be the exclusive and absolute discretion of the Board of Trustees of the club.

ARTICLE TEN – INDEMNIFICATION

Section 1
The club shall, to the extent permitted by Missouri law, indemnify any director, officer or committee member against all liabilities, claims, judgments or penalties, whether actual or threatened, which are asserted against them in connection with such person’s participation as a director, officer or committee member of the club, including reimbursement of such person’s reasonable expenses and costs of defense actually and necessarily incurred, except such expenses and costs related to any matter as to which the director, officer or committee member is derelict in the performance of his or her duties.