BYLAWS of “FRIENDS OF OFF-LEASH AREAS”
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be “Friends of Off-Leash Areas (FOLA).”
Section 2: The “Friends of Off-Leash Areas” is an organization of individuals committed to the establishment of a fenced-in, off-leash dog park within the boundaries of Cowlitz County, Washington, where well-behaved canine citizens can exercise in a clean, safe environment without endangering or annoying people, property, or wildlife. In partnership with the community and the City of Longview, the group will work to develop a beautiful, well-maintained space open to all dog lovers and friends who are willing to uphold the park's rules and restrictions.
ARTICLE II - MEMBERSHIP.
Section 1: The membership of this organization shall consist of two classes of members, the first class designated “Active,” and the second class designated “Supporting.”
Class One (Active) consists of Members of the Board of Directors. Active members are eligible to vote.
Class Two (Supporting) consists of any individual or organization supporting the purpose and mission of the “Friends of Off-Leash Areas.”
Supporting members are ineligible to vote.
ARTICLE III - MEETINGS & NOTICES
Section 1: The Board of Directors shall hold regular monthly meetings. Such monthly meetings may be held without notice and may be deferred by a majority vote of Active members.
Section 2: Other than regular monthly meetings, special meetings of the Board of Directors may be called by the Chair or by two Board members. Such meetings may be held without advance notice, and may be held by conference telephone, video screen communication, or other electronic communications, including but not limited to email. Participation in a meeting under this section shall constitute presence in person at the meeting if all of the following apply:
1. Each Board member participating in the meeting can communicate with all other Board members;
2. Each Board member has the opportunity to participate in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken; and
3. The Board has adopted and implemented a means of verifying both of the following:
A. A person participating in the meeting is a Board member; and
B. All actions of or votes by the Board are taken or cast only by Board members and not by persons who are not Board members.
Section 3: General Meetings of Active and Supporting members may be held when needed as called by the Chair. Active and Supporting members will receive notice of general meetings at least ten (10) days in advance, either personally, by telephone, by email, or by facsimile.
Section 4: The annual meeting shall take place in October of each year, and requires a quorum of five percent of the membership to attend. Active and Supporting members shall receive notice of the annual meeting at least ten (10) days in advance personally, by telephone, by email, or by facsimile.
Section 5: A majority of Board members present, whether or not a quorum is present, may adjourn any meeting to another place and time.
Section 6: All meetings shall be conducted according to Robert’s Rules of Order (or Sturgis’ Rules of Order).
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the “Friends of Off-Leash Areas,”
and delegates responsibility for day-to-day operations to the committee chairs and members. The Board shall have up to ten (10) and not fewer than five (5) members. The exact number of directors and alternates, within such limits, shall be set by the Board of Directors. Board members receive no compensation.
Section 2: Regular Meetings. The Board shall meet at least once a month, at an agreed upon time and place.
Section 3: Election of Directors. The Chair shall appoint a Nominating Committee to recommend a slate of directors. Board members will be elected by a simple majority vote of the Active membership as present at the annual meeting.
Section 4: Terms. All Board members shall serve two year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Section 6: Officers and Duties. There may be four officers of the Board, consisting of a Chair, Vice Chair, Secretary, and Treasurer. Officers will be elected by the Board members.
Duties of the Chair, Vice Chair, Secretary, and Treasurer are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other officers to preside at each meeting in the following order: Vice Chair, Secretary, and Treasurer.
The Vice Chair will chair committees on special subjects as designated by the Board.
The Recording Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that good records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: Any action that the Board of Directors is required or permitted to take may be taken without a meeting if all Board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board of Directors. All such consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 8: All Board members shall have access to the Internet, including email. All Board members who currently do not have access to the Internet, including email, shall obtain such access before reelection to a new term on the Board of Directors. Persons without access to the Internet, including email, are ineligible to be nominated for membership on the Board of Directors.
Section 9: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a regular Board meeting. These nominations shall be circulated among Board members in advance of a regular Board meeting, and shall be voted upon by Board members. These vacancies will be filled only to the end of the particular Board member's term.
Section 10: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed from the Board if she or he has three unexcused absences from regular Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members.
ARTICLE V - COMMITTEES
Section 1: Standing Committees of the organization are Finance/Fundraising; Communications; Speakers Bureau; Site Selection; and Outreach/Networking. The Board may also create committees as needed. The Chair approves all committee chairs.
Section 2: The officers serve as members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any change to the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to all Board members before approval.
These Bylaws will be presented for approval at a meeting of the Board of Directors of the “Friends of Off-Leash Areas” in June 2006.
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