Portland Great Dane Community is a non-profit association serving Great Dane owners in Portland, Oregon and the surrounding areas.
2009 Portland Great Dane Community By-Laws
Portland Great Dane Community,
A NOT FOR PROFIT CORPORATION
ARTICLE 1 – ORGANIZATION
1. The name of the organization shall be Portland Great Dane Community (PDX Danes).
2. The organization, at its pleasure, may change its name by a vote of the membership body.
ARTICLE II – OBJECTIVES
The following are the objectives for which this organization has been organized:
• To be advocates of responsible Great Dane ownership
• To serve as a local educational resource on Great Dane ownership
• To remain actively in contact with and developing relationships with local Dane rescues
• To collect and administer membership fees and other funds donated for the enhancement of the off-leash dog exercise areas, emergency medical assistance for members, rescue support, and instructional events for members enabling responsible Great Dane ownership.
This association shall not be conducted or operated for profit and no part of any profit or remainder of residue from dues or donations, to the Group, shall inure to the benefit of any member or individual.
ARTICLE III – MEMBERSHIP
Membership in this organization shall be open to all that complete a membership application form and pay annual dues.
The Board of Directors shall set membership dues no later than December 30 of the year for dues payable the following year. Dues are payable by the first day of March of each year. No member may vote whose dues are unpaid for the current year. Prior to January 30, the Treasurer shall send to each member a statement of dues for the ensuing year. Dues may not be changed without 2/3 majority ofthe Board of Directors. New members joining after August 1 shall pay 50% of the normal dues for the year. The annual dues are set at $25.00 per annum.
Each applicant for membership shall apply on a form that contains name, address, email, and phone of applicant, in addition to applicant Dane(s).
ARTICLE IV – MEETINGS
The annual membership meeting of this organization shall be held in the month of January at which officers and directors for the current year shall be elected in accordance to Section 5 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
The Secretary shall cause to be emailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
Regular meetings of this organization shall be held either in or near Portland, Oregon.
The president may call special meetings of this organization when he/she deems it for the best interest of the organization. Notices of such meetings shall be emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the meeting has been called. At the request of seventy-five (75%) percent of the members of the Board of Directors or thirty (30%) percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all attendees.
ARTICLE V – VOTING
At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided for purposes of a anonymous vote.
Before September 15 the Board shall elect three club members from the general membership who, with the two members elected by the general membership at the preceding annual meeting shall form the Nominating Committee. The Board shall name a chairman for the Committee and it shall be the duty of the chairperson to call a committee meeting; either in person or conference call. This initial meeting shall take place prior to October 31. The nominating committee is then required to have a proposed slate in place prior to November 30.
Being a member of the Nominating Committee does not preclude a member from nomination by this committee. After securing the permission of each person nominated, the Nominating Committee shall immediately report the slate of nominees to the Secretary in writing (email is acceptable).
Upon receipt of the nominating committee report, the Secretary shall email, before January 5, the slate of nominated Board members, including full name, email, and Dane’s name, to each member of the group.
Additional nominations of eligible members may be made by the request of any member, in writing, for a Board position provided he/she has a signed written Statement of Agreement from the proposed candidate stating he/she is willing to serve in such capacity, if elected. The Board shall receive all written nominations no later than January 1 and immediately forward them to the Secretary.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
ARTICLE VI – ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees by Committee Chairperson.
4. Reports of Officers.
5. Election of Officers and Board (Annual meeting only)
6. Old and Unfinished Business.
7. New Business.
8. Adjournments.
ARTICLE VII – BOARD OF DIRECTORS
The Board shall be comprised of the President, Vice-President, and three Directors. All the directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of one year.
The Board of Directors shall have the control and management of the affairs and business of this organization. Meetings of the Board of Directors shall be held regularly within the first few weeks of each Quarter. Each director shall have one vote and proxy cannot complete said vote.
The Board of Directors may make such rules and regulations covering its meetings as necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the calendar year.
The President of the organization by virtue of his/her office shall be Chairman of the Board of Directors.
Membership on the Board of Directors is limited to only one position per family. Multiple positions are not allowed in order to avoid a conflict of interest.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may choose to be represented by counsel upon any removal hearing. The Board of Directors shall adopt rules for this hearing, as it may in its discretion consider necessary for the best interests of the organization.
ARTICLE VIII – OFFICERS
The initial officers of the organization shall be as follows:
President: Kennedy Morgan
Vice President: Jenny McKibben
Secretary: TBD
Director of Education: Jeannine Ransom
Director of Funds: Andrea Scolar
Director of Events: TBD
Board of Director Roles:
President:
• The President shall preside at all membership meetings.
• S/He shall present at each annual meeting of the organization an annual report of the work of the organization.
• S/He shall appoint all committees, temporary or permanent.
• S/He shall see all books, reports, documents, and certificates required by law are properly kept or filed.
• S/He shall be one of the officers who may sign the checks or drafts of the organization.
• S/He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
Vice President:
• The Vice President shall in the event of the absence of inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if s/he had been the duly elected president.
Secretary:
• The Secretary shall keep the minutes and records of the organization in appropriate books.
• S/He will post the approved minutes of the meetings within 10 business days of the meeting. It shall be her/his duty to file any certificate required by any statute or regulation.
• S/He shall be the official custodian of the records of this organization.
• The Secretary shall have charge of all correspondence from and to the general public and all communication to the membership, which does not originate from the Board of Directors.
• S/He shall present to the membership at any meetings any communication addressed to her/him as Secretary of the organization.
• S/He shall submit to the Board of Directors any communications, which shall be addressed to her/him as Secretary of the organization.
• S/He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
Director of Funds:
• The Director of Funds shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
• S/He shall deposit all income into a regular business bank checking account.
• S/He shall retain primary responsibility for staying abreast of bills and accounts applicable to the Group and handling payments, as necessary.
• S/He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
• S/He shall exercise all duties incident to the office of the Board of Directors.
No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
Officers shall by virtue of their office be members of the Board of Directors.
No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX – SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees, which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X – COMMITTEES
The Board of Directors shall appoint all committees of this organization and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. The permanent committees shall be established at the discretion of the Board.
ARTICLE XI – DISSOLUTION
The Group may be dissolved at any time by the written consent of not less than 2/3 of the voting members. In the event of the dissolution of the Group, other than for purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the property or assets of the Group shall be distributed to any member. After payment of the Group debt, its property and assets shall be given to a charitable organization for the benefit of Great Danes. The Board of Directors will select the organization.
ARTICLE XII – AMENDMENTS
These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than sixty (60%) percent of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and emailed to each member.