Bi-Laws
CENTRAL WEST END DOG PARKS
CORPORATION BYLAWS
A Missouri Nonprofit Corporation
Article I Name, Purpose & Limitations
Section 1: Name. The name of this organization shall be Central West End Dog Parks. The organization shall herein be abbreviated as CWEDP.
Section 2: Purpose. The CWEDP is a neighborhood association organized to contribute to the health and well-being of people and domestic dogs by advocating for the inclusion, design, construction, maintenance, and safe operation of legal, enclosed, off-leash recreation areas. The CWEDP also shares and disseminates information to other communities for the benefit of establishing dog parks. Issues for owners and the neighborhood.
Section 3: Limitations.
A. The CWEDP limitations are defined by the laws of the State of Missouri, The City of Saint Louis, the Articles of Incorporation, and these Bylaws as well as such rules and regulations as are from time to time promulgated by the Board of Directors.
B. The boundaries of the neighborhood served by this organization are from Vandeventer to the Western Corporate limits of the City of Saint Louis and from 1-64 to Delmar.
Article II Membership, Meetings & Dues
Section 1: Membership
A. Membership shall be open to anyone who resides or works within the boundaries of the association as defined herein, and who meets the edibility requirements. The Board of Directors has the authority to approve membership applications outside of the boundaries defined herein, as it sees fit, so long as the applicant meets the eligibility requirements.
B. Eligibility. Eligibility of membership is defined by the Board of Directors.
Section 2: Meetings. The membership shall meet not less than one time per calendar year for the Annual Corporate meeting. Notice of the meetings will be disseminated to the membership not less than 20 days prior to the set meeting date.
Section 3: Notice. All notices as required herein to the membership shall be deemed sufficient if posted at each dog park within the time herein specified.
Section 4: Dues. Membership in the organization is conditioned upon the payment of annual dues. The Board of Directors shall have the responsibility of setting the annual dues amount, provided that any increase in dues requires a vote of two-thirds of the Board of Directors present and voting at the Board meeting.
Section 5: Membership non-transferable. Membership in CWEDP is not transferable between individuals.
Article III Officers, Duties & Qualifications
Section 1: Officers & Duties. The officers of the organization and their duties shall be as follows:
President: The president shall be the executive manager of the organization and shall supervise, direct, and control the association's activities, business affairs, and officers.
First Vice President: In the absence of the president or secretary, perform all duties of those officers. The first vice president shall also be available to perform such duties as the president delegates and shall assist the president in the administration of the organization. The first vice president shall be authorized to co-sign checks with the treasurer.
Second Vice President: In the absence of the first vice president perform all duties of that office. The second vice president shall also be available to perform such duties as the president delegates. The second vice president shall also focus his or her efforts on pursuing new locations for dog parks within the boundaries of the organization. The second vice president shall be authorized to co-sign checks with the treasurer.
Secretary: The secretary is responsible for recording the meeting minutes, maintaining all records pertaining to the Bylaws, policy and procedures, Articles of Incorporation as well as ensures compliance with any required corporate filings.
Treasurer: The treasurer shall be responsible for maintaining complete and accurate books of accounts of the organizations finances and assets and to maintain the organizations finances consistent these Bylaws and the policies and procedures of the organization.
Membership Coordinator: The membership coordinator shall receive and process all membership applications and maintain complete records of the membership.
Park Liaisons: Each park operated by the organization will have a liaison. The liaison is responsible for maintaining the dog park they represent.
Behavioral Consultant: The behavioral consultant will provide guidance and information to the Board of Directors as needed, especially if an incident is reported. Additionally, the behavioral consultant will provide support and/or referral information to park members struggling with their dog's behavior.
Section 2: Qualifications. Officers must be members of the organization in good standing.
Section 3: Elections & Terms. The term of each office runs from January 1 to December 31 of each year. The nomination and election of officers shall take place at the December membership meeting each year for the terms to commence on January 1 of the following year. Any eligible member may nominate himself or herself for office or they may be nominated by any other member in good standing. The membership coordinator must confirm the eligibility of each nominee to hold office. Election of contested positions shall be by paper ballot. There is no limit to the number of terms an officer may serve.
Section 4: Vacancies. Should a vacancy occur in the office of president during a term, the first vice president shall act as president until the expiration of the term. If the first vice president should decline or otherwise be unable to serve, than the second vice president shall complete the term. All other officer vacancies during a term shall be filled by a majority vote of the Board of Directors for a replacement to complete the term of office. Should any parks open after a regular election, the president shall appoint a liaison for that park until the next election.
Article IV Board of Directors
Section 1: Responsibility. The Board of Directors is responsible for the day to day operations of the organization, its finances and parks. The Board of Directors shall ensure that the organization operates within the bounds of the law, and consist with the Articles of Incorporation and these Bylaws and shall promulgate all necessary rules and policies to affect these purposes.
Section 2: Membership of the Board. The Board of Directors shall consist of the President, First and Second Vice Presidents, Secretary, Treasurer, Membership Coordinator and park liaisons.
Section 3: Meetings. The Board shall meet not less than 3 times per commencing with an annual organizational meeting. The President may change the date, time and location of the meetings with reasonable notice to the members of the Board. The president may also call such additional board meetings as is necessary with no less than 7 days notice to the board members of the time and location.
Section 4: Notices. All notices to the members of the Board of Directors shall be deemed sufficient if emailed to each board member within the time specified.
Section 5: Quorum. A majority of the members present at the Board meeting may transact business on behalf of the association.
Section 6: Compensation. The officers and members of the Board of Directors shall serve without compensation in any form.
Section 7: Committees. The Board of Directors may create ad hoc and standing committees as the Board deems appropriate. All association members are eligible to serve on a committee.
Article V Finances
Section 1: Fiscal Year. The fiscal year shall begin on August 1, and end on July 31 of each year. The payment of annual dues shall coincide with the fiscal year.
Section 2: Deposits. All funds of CWEDP will be deposited to those banks that are selected by the Board of Directors. All banks must be FDIC insured.
Section 4: Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, issued in the name of CWEDP, shall be signed by the Treasurer and countersigned by president or the first or second vice president. Endorsements for deposit may be made without countersignature.
Section 5: Restrictions on the use of funds. Use of funds must comply with Missouri law, the Articles of Incorporation, these Bylaws and the relevant provisions of the Internal Revenue Code.
Article VI Amendment of Bylaws
Section 1: Amendment by Membership. The membership may amend these Bylaws under the following conditions:
A. Amendments may only take place at membership meetings.
B. Only members shall be allowed to submit proposed amendments to the Board of Directors.
C. Any proposed amendments must be submitted in writing to the secretary no later than 30 days before the scheduled meeting.
D. The Board of Directors may reject any proposed amendment that would be contrary to the legal status of CWEDP as a Missouri nonprofit corporation or a charity pursuant to state and federal law.
E. Upon Board of Directors approval of an amendment proposal, the secretary will provide the membership with notice of the proposed amendment changes not less than 7 days before the meeting.
F. Approval of the amendment shall require a vote of two-thirds of the members present and voting.
Article VII Severability
All provisions of these Bylaws shall be severable. Any provision that, for any reason, is determined to be invalid shall not affect the validity of any other provision of these Bylaws.
Article VIII Dissolution
The property of CWEDP is irrevocably dedicated to purposes as set fourth herein and no part of the net income or assets of this organization shall ever benefit any officer, director or member thereof, or be used for the benefit of any private person. Upon the non-administrative dissolution of CWEDP, its assets remaining after payment or provision for payment of all debts and liabilities of this organization 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 and as more particularly set fourth in the Articles of Incorporation.
Certification of the Secretary
I certify that I am the duly elected and acting secretary of Central West End Dog Parks. I further certify that the above Bylaws, consisting of five (5) pages, are the Bylaws as adopted by the membership of CWEDP on the 24th day of October, 2006, and they have not been amended or modified since that date.
Executed on the 26th day of October, 2006.
Adam Desautels
Secretary, Central West End Dog Parks.