Bylaws of Twin Cities Puppy Pack LLC
Twin Cities Puppy Pack LLC
The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the following bylaws to form a nonprofit organization.
ARTICLE I — NAME
The Name of this organization shall be Twin Cities Puppy Pack LLC. The business of the organization may be conducted as Twin Cities Puppy Pack or TCPP. This limited liability company will be a nonprofit limited liability company subject to Minnesota Statutes, Section 322C.1101 and Section 501(c)(7) of the Internal Revenue Code.
ARTICLE II — PURPOSE & DISSOLUTION
Section 1: Club Purpose:
Twin Cities Puppy Pack is organized to provide an outlet for social, recreational and educational activities among adults of the like mind: pups, handlers, trainers, and supporters.
Section 2: Specific Purpose:
TCPP is a social club designed to provide the following.
- A safe environment for members of the club and community.
- Educational and recreation needs of the members.
- Raise funds for local charities, club actives, and club education to help prevent community deterioration.
Section 4: Recreational Purpose:
Social clubs must be organized for pleasure, recreation, and other non-profitable purposes. The governing instrument cannot authorize a club to engage in activities beyond the scope of IRC 501(c)(7) to a degree to prevent the organization from being described as a social club. This does not prevent a club’s governing instrument from authorizing the club to use its funds for charitable, educational, or like activities because, by reference to IRC 512(a)(3)(B), it is apparent that Congress intended to allow a social club to use funds for those purposes.
Section 5: Financial Purpose:
No part of the organization’s net earnings can inure to the benefit of any person having a personal and private interest in the activities of the organization. For purposes of this requirement, it isn’t necessary that net earnings be distributed. Even undistributed earnings can benefit members. Examples of this include a decrease in membership dues or an increase in the services the club provides to its members without a corresponding increase in dues or other fees paid for club support under Section 501(c)(7) of the Internal Revenue Code.
Section 6: Dissolution:
In the event of dissolution of the organization, assets shall be distributed to all remaining eligible voting member per Section 501(c)(7) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 7: Donations:
Donations to exempt social and recreation clubs aren’t deductible as charitable contributions on the donor’s federal income tax return per Section 501(c)(7) of the Internal Revenue Code.
Section 8: Fiscal year:
TCPP will designate June – May as our Fiscal year.
ARTICLE III — MEMBERSHIP
Section 1 – Eligibility for membership:
To become a member of TCPP, you must meet the requirement for the membership in which you are applying for. Memberships are granted after the completion and receipt of a membership application, annual dues, and has received a majority vote of the Board of Directors. (The board shall set a limit of memberships approved in a specific time frame to help prevent TCPP from growing too large to fast)
Section 2 – Discrimination:
TCPP shall not discriminate based on gender, gender expression, sexual orientation, the presence or perception of any sensory, mental, or physical disability, race, color, creed, national origin, or religion.
Section 3 – Requirements of members:
To become a member of TCPP, the member must agree to the following:
- Respect and support the purpose and goals of TCPP.
- Agree to abide by the Bylaws of TCPP
- Be 18 years of age or older and understand that some events may be 21 and up.
- Abide by Article II Section 2.
- Interaction with other members shall always be Safe, sane, and consensual.
- Respect other members.
Section 4 – Membership levels:
When becoming a member of TCPP, the member shall choose a membership level. Each membership level shall come with different benefits, eligibility requirements, and annual due amount. See Amendments for Membership Levels, Membership Dues, and Annual dues.
Section 5 – Voting Rights of members:
There shall be multiple instances where voting is needed. The first and foremost voting shall be needed is during the board elections. The Board Election committee will put together all voting. This voting shall be done by ranked choice voting.
Section 6 – Cancellation and termination:
Any member may cancel their membership by filing a written cancellation request with the Member Services Director. Canceling a membership shall not relieve a member of unpaid dues, or other charges previously accrued. Membership may be revoked for failure to adhere to TCPP bylaws and rules by a majority vote of the board. Process of collection of dues shall be determined by the Board of Directors at said time.
Section 7 – Non-voting membership:
The board shall have the authority to establish and define non-voting categories of membership.
Section 8 – Annual dues:
The amount required for annual dues shall be based upon the membership level each year. This shall not change unless the board reaches a majority vote to adjust for budget purposes. If this happens, thereafter it shall go to a vote. Continued membership is contingent upon being up-to-date on membership dues. Annual dues shall be due upon starting membership, and thereafter shall be due each year on the member’s anniversary date. See Amendments for current dues. See Amendments for paying dues.
Section 9 – Partial Payments:
Partial payments will be allowed for the Full membership level, half at the at the beginning of the membership, and half 6 months after the membership start date. At-Large membership must pay annual dues at the beginning of the membership. Partial payments may be granted on a case by case basis.
Section 10 – First Annual Dues:
A member’s initial payment towards their annual due will be due 30 days after their application is approved. Refer to Amendments for Membership Approval Process.
Section 11 – Membership year:
A membership year starts when the member joins TCPP and membership application is approved. Their anniversary date each year shall be when they pay their annual due.
Section 12 – Founders:
Founding members will form the initial Guardian Board of TCPP.
ARTICLE IV — MEETINGS OF MEMBERS
Section 1 – Regular meetings:
Regular meetings of the board shall be held monthly, at a time and place designated by the board. Meetings will start open session to all members of TCPP, but may have closed session at the end of the meeting.
Section 2 – Annual meetings:
An annual meeting of the members shall take place in the month of May, the specific date, time and location of which shall be designated by the board. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year. This meeting shall be open to all members of TCPP.
Section 3 – Special meetings:
Special meetings shall be called by the President, the Board of Directors, or a simple majority of the board. A petition signed by five percent of voting members shall also call a special meeting. Special meetings are open to all members, unless specified as closed.
Section 4 – Notice of meetings:
- Notice of regular meeting shall be given to each voting member no less than two weeks prior.
- Notice of the annual meeting shall be given to all members no less than a month prior.
- Notice of special meetings shall be given to members eligible to attend no less than 48 hours prior.
Section 5 – Quorum:
Quorum requires at least five board members for regular and special meetings. Annual meetings require half plus one of eligible voting members for a quorum, absentee votes count towards quorum.
Section 6 – Voting:
All issues to be voted on shall be decided by first-pass-the-post or ranked-choice voting methods, board may decide on the method to employ unless method is specified in the bylaws. Eligible voting members must be present to vote, except for board elections. Absentee voting for board elections must be submitted electronically, voting will open one week prior to the meeting and close at the start of the meeting.
ARTICLE V — BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation:
The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the committees. The board shall consist of 7 members. The board receives no compensation other than reasonable expenses.
Section 2 – Terms:
All board members shall serve two-year terms and may serve up to three terms in any position. In the event a replacement for the position is not elected, the current board member may serve more than three terms.
Section 3 – Board elections:
New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. See Article III Section 5 for quorum rules.
Section 4 – Election procedures:
Two months prior to a normal board election, three Full Members will be elected by members to serve as the Board Election Committee (BEC). The BEC will accept nominations from any active member of TCPP. Nominees must meet the following requirements:
- Must be a Full Member in good standing and have been a member for at least six months.
- Must be eligible for another term.
- May not be a member of the Board Election Committee.
- May not serving as an officer on the board of a sister group. (see amendments)
- No more than two members of a defined family group may run.
- A Member may only run for one position at a time.
The BEC will close and finalize nominations two weeks prior to the annual meeting. BEC members must recuse themselves if they have a relationship with any nominated members and the current board will select a replacement. The BEC will be responsible for setting up electronic voting prior to the election and handle vote tallying at the election. The BEC will be the final authority on election results.
Section 5 – Board transition:
During the following month outgoing board members will work with their incoming replacements to ensure all necessary information is transferred.
Section 6 – Board member positions and responsibilities:
There shall be four officers of the board, consisting of a President, vice-president, secretary and treasurer. There shall be three directors. The following are the assigned responsibilities per position.
President: Shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Board of Directors to preside at each meeting in the following order: vice-president, secretary, treasurer. In the event the Secretary position is vacated prematurely causing an even number of board members, the President is not eligible to vote.
Vice-president: Shall perform the duties of the President in the absence of the president, speak on behalf of TCPP, subject to guidelines established by the Board of Directors, and shall chair committees on special subjects as designated by the board.
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 corporate records are maintained. In the event a board position is vacated prematurely causing an even number of board members, the Secretary is not eligible to vote.
Treasurer: Shall make a report at each board meeting. The 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.
Member Services Director: Develops relationships with the members, by helping with membership enrollment, reminding members of annual dues and membership renewals.
Public Relations Director: Develop and execute strategies that are intended to create and uphold a positive public image with the community, by working with and forming relationships with various businesses, members of the community, and the public. This shall help generate new opportunities for the organization to help the community grow.
Community Outreach Coordinator: Organizes events, fundraisers, recruits’ volunteers, or arrange other projects to get the community excited about and invested in the organization.
Section 7 – Vacancies:
When a vacancy on the board exists mid-term, the Secretary or President must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies shall be filled only to the end of the board member’s term. In the event of a vacancy, the board shall appoint someone as the temporary stand in.
Section 9 – Resignation, termination, and absences:
Resignation from the board must be in writing and received by the Secretary or President. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member shall be removed for other reasons by a two-thirds vote of the remaining directors. If terminated/removed by a two-thirds vote, that member shall not be eligible to run for future board positions.
Section 10 – Attending a Board meeting remotely:
In the event a Board member cannot physically attend a board meeting, they shall attend remotely with a video and/or audio presence. This must be requested a week in advance with the secretary and or president. In the event of an emergency, notice shall be waived. Type of remote communication will be determined at that time.
Section 11 – Opening of accounts:
At the initial start of TCPP, there shall by filing with the state of Minnesota and filing Tax Exemption with the IRS to gain nonprofit status. There shall also be the duty of opening the first bank/savings account for TCPP. This shall be the duty of the founding President.
Section 12 – Founding of Organization:
At the beginning of TCPP, there shall be the founding board. This board shall be the original founding board members. This board shall not be held to term limits. Once this board feels this organization is ready, the founding board shall then call for the first election of board members. Thereafter, the founding board will become the Guardian Board.
ARTICLE VI — COMMITTEES
Section 1 – Staffing of Committees:
Committees will be organized by their respective board officer and comprised of additional members of TCPP. Members of a committee will be nominated by their officer and approved by the board. Committees may change active members as frequently as they need. Members may serve as probationary committee member until the next regular meeting.
Section 2 – Finance Committee:
Oversees development of the budget; ensures accurate tracking/monitoring/accountability for funds; ensures adequate financial controls; The board Treasurer shall be the committee chair.
Section 3 – Public Relations Committee:
Represents the organization to the community; enhances the organization’s image, including communication with the press; develops the rules of the group. The Public Relations Director shall be the committee chair.
Section 4 – Event Committee:
Oversees development of events for TCPP. This shall also consist of fundraisers, moshes and other events put on by the organization. The Community Outreach Coordinator shall be the committee chair.
ARTICLE VII — GUARDIAN BOARD
Section 1 – Purpose:
In the event the current Board of Directors is not living up to the bylaws or spirit of TCPP, the Guardian Board may vote to suspend all current board members and select temporary replacement board members until the next Annual Meeting. Triggering the replacement requires a unanimous vote of all Guardian Board members. Notice is not required for Guardian Board meetings, but the Guardian Board will still be responsible for keeping minutes of any meetings.
Section 2 – Adding a member:
Members can be added to the Guardian Board via nomination by the current Board of Directors and two-thirds approval of the current Guardian Board.
Section 3 – Removing a member:
Members can be removed from the Guardian Board by a two-thirds vote of the remaining Guardian Board members or for failing to meet the requirements for being a part of the Guardian Board.
Section 4 – Eligibility:
To be an active member of the Guardian Board, a member must maintain the following requirements.
- Must be a Full Member for at least two years.
- Current Board of Director members are suspended from the Guardian Board for the duration of their term.
- Must maintain good standing with the TCPP.
ARTICLE VIII — CHANGES TO BYLAWS AND AMENDMENTS
Section 1 – Changes to Bylaws:
These bylaws shall be changed/updated when necessary by a two-thirds majority vote of the voting eligible membership. The Board of Directors shall notify the membership via approved communication methods with the proposed changes/updates to the organizational bylaws.
A meeting of the membership shall take place to discuss the proposed changes/updates to the bylaws. Comments submitted via electronic means shall be read and entered as part of the record of the meeting.
Once all input has been presented during the public meeting, a vote shall take place. Members in good standing with voting rights shall be allowed to vote. Voting shall be recorded via the approved voting process. A vote in the positive from two-thirds of the voting eligible members will approve the changes/updates to the bylaws. Notification of the passage or failure of the changes/updates shall be communicated via the approved communication methods.
Section 2 – Changes to Amendments of the bylaws:
Changes/updates to the amendments of the bylaws shall require a two-thirds majority vote of the Board of Directors. The Board of Directors shall notify the membership of the proposed changes/updates to the amendment via the approved communication methods.
A meeting of the membership tall take place to discuss the proposed changes/updates to the amendments. Comments submitted via electronic means shall be read and entered as part of the record of the meeting.
Once all input has been presented during the public meeting, a vote shall take place. The Board of Directors shall vote via the approved voting process. A vote in the positive from two-thirds of the Board of Directors will approve the changes/updates to the amendments of the bylaws. Notification of passage or failure of the changes/updates shall be communicated via the approved communication methods.
Section 3 – Changes to Bylaws and/or Amendments that Affect the Guarding Board:
Changes to either the Bylaws or Amendments that affect the Guardian Board must follow the documented approval process as described in Sections 1 and/or 2 respectively.
Once a two-thirds majority has been achieved via the approved process, the Guardian Board must vote on the changes. A two-thirds majority vote in the positive will approve the changes that affect the Guardian Board. Voting will be recorded via the approved voting method.
The Guardian Board will notify the Board of Directors of the outcome of the vote. The outcome of the vote will then be communicated with the membership via the approved communication methods.