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Bylaws of the Chicago Pet Patrol
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Bylaws

of the Chicago Pet Patrol

Amended Aug 3, 2024

  1. Name
  1. The name of this organization shall be Chicago Pet Patrol (may hereinafter be referred to as CPP, the club, or the organization). It shall be a not for profit organization incorporated under the laws of the State of Illinois.
  1. Purpose & Goals
  1. Purpose - The Chicago Pet Patrol is a community-based social club for human pups and pets, trainers, handlers, and those interested in exploring these roles. CPP is committed to the following purposes and activities:
  1. promoting a safe and secure environment in which participants of human pup and pet play  and friends can come together to play, learn and grow regardless of sex, gender, disability, race, color, religion (creed), or sexuality;
  2. organizing educational events and social gatherings to expose the greater community to our interest and to foster acceptance of alternative lifestyles; and
  3. giving back to the communities that support us by coordinating with community organizations to promote participation and community activism.
  1. Goals - CPP will endeavor to organize at least one (1) social event per month and one (1) educational event per quarter.
  1. Membership
  1. Levels – CPP currently recognizes two (2) levels of membership:
  1. Members – Members in good standing retain the following rights:
  1. Voting – Members are entitled to a vote in all matters of business proposed to the Membership and in elections.
  1. To be eligible to vote in any elections, Membership must have been applied for before December 15th in the case of annual elections, or must have been a Member before a given vacancy is announced to Membership in the case of vacancies.
  1. Attendance – Members may attend all public and private functions of the club unless:
  1. that function is a closed Board Meeting,
  2. the Member is barred by the host of an event,
  3. the Member is under legal age to enter the venue.
  1. Merchandise Package – In consideration for Membership dues, the Board will be required to offer a package of merchandise for each paying level of Membership that may include such items as pins, patches, dog tags, etc. Alternate items may be chosen at the discretion of the Board.
  1. Associates  - Associates in good standing retain the following rights:
  1. Attendance - Associates may attend all public functions of the club unless:
  1. the Associate is barred by the host of an event,
  2. the Associate is under legal age to enter the venue.
  1. Merchandise Access - In consideration for Associate dues, the Board will allow access to purchase a selection of merchandise on the Chicago Pet Patrol website and in person.
  1. Changes to Levels, Rights & Merchandise of Membership – Levels of Membership will be effective January 1st in a given year for Membership applications opening on February 1st. Changes to these levels and associated rights/merchandise are subject to the restrictions:
  1. Addition of Membership Levels – The Board may, at their discretion, propose additional levels of Membership that represent different levels of involvement, rights, or merchandise packages to the Membership for approval at a Quarterly Business Meeting. Addition of these levels may not represent a material reduction in the value of existing Membership levels for the current year.
  2. Changes That Affect Existing Levels of Membership – Any changes that materially reduce the implied material value of existing levels of Membership will not take effect until Membership applications for the following year are opened on February 1st.
  3. Changes That Impact a Member's Ability to Vote – Any changes to Membership levels that impact a Member's ability to vote on organization business open to its Membership or elections must be voted on before December 31st of a given year and will not take effect until February 1st of the following year.
  4. Changes That Increase Merchandise Package -  The Board may choose to increase the number of items, or value of items at its discretion at any time during the year.
  5. Membership Merchandise Reduction – The Board reserves the right to reduce the merchandise package given to Members per their level of Membership only in the event the club does not have the funds to furnish those goods to the Members. As such, the Board should endeavor to research the cost of these merchandise items and evaluate if the cost will be offset by Membership dues before instituting them in the levels of membership.
  1. Application – To apply to be a Member of CPP, Members must fill out the application on the club website, www.chicagopetpatrol.org.
  2. Eligibility – To be eligible for membership, applicants must be 18 years of age or older at the time of applying and must not appear on the organization’s ban list. Members must also agree to a standing Code of Conduct; agree to the terms set forth in these Bylaws; and waive liability against the club, its Board, and its Members.
  3. Dues – The Board may, as it deems appropriate, establish annual dues to preserve levels of service to its Membership and cover expenses associated with the operation of the organization. Assessment of dues is subject to these restrictions:
  1. Modification of dues amounts to be collected must be confirmed on or before December 31st of a given year and will not take effect until February 1st of the following year.
  2. Changes to dues amounts are subject to an affirmative majority vote of the membership.
  1. Disciplinary Action – The Board may assess disciplinary action on Members and/or individuals in our community who violate these Bylaws or other governance documents and policies listed on the governance page of the website up to and including banning them from the organization as follows:
  1. For matters pertaining to violations of these Bylaws, disciplinary actions on behalf of the Board must garner a simple majority vote of all sitting Board Members.
  2. For matters pertaining to direct violations of the Code of Conduct or Values Statement, disciplinary actions on behalf of the Board must garner a two-thirds majority of all sitting Board members.
  3. For matters outside the scope of any one governance document, but in case of individuals that detract from the club’s Values Statement and/or Purpose, the Board must garner a unanimous vote of all sitting Board members.
  4. For matters under jurisdiction of the Open Door Policy, the Board cannot pursue disciplinary action to ban a Member.
  5. For matters outside the scope of any one governance document, but in the case of individuals that have been brought to the Board’s attention as a credible danger to the community, the Board must garner a 2/3rds majority vote of all sitting Board Members to preemptively ban the individual from the club’s digital spaces (e.g Telegram and Discord chats).
  6. If the Board votes in favor of a disciplinary action listed in this section, the Board must notify the individual of the action and reasoning. If the individual chooses to appeal the decision, the individual may do the following:
  7. III.6.F (i)        Email board@chicagopetpatrol.org with an appeal request at least two (2) weeks before any QBM and before the agenda for that QBM is distributed to membership.
  8. III.6.F (ii)        Provide the Board with a written rebuttal to the decision, which will be read aloud at the QBM. If the individual is still a Member after the Disciplinary Action is given, they shall be allowed five (5) minutes at the QBM to present their case and ten (10) minutes for membership Q&A.
  9. III.6.F (iii)        Membership may then overturn the disciplinary action at the QBM, subject to a 2/3rds majority vote.
  1. Resignation of Membership – Any Member may choose to resign from their Membership at any time for any reason. It is up to the discretion of the Board if a refund will be issued in whole or in part.
  2. Stripping of Membership – In instances in which a Membership is stripped involuntarily before the end of the calendar year (Dec.31st), the Board will issue a full refund of Membership dues.
  1. Members of the Board
  1. The Board shall be comprised of seven (7) officers: President, Vice President, Treasurer, and four (4) Board Members at Large. They will act with all powers of an Executive Board. Board Members may exercise all powers of the Board during the interim between meetings of the Board. Each Board Member shall have such powers as are commonly incident to their office, and such power as the Board may from time to time designate, in addition to any responsibilities designated to them according to standing legislation. Decisions may be made by any of the designated forms of communication.
  1. President - The President shall preside at all Board Meetings, when present. The President shall have such usual powers and duties customarily belonging to the office of President and shall have such other powers and duties as the Board may designate. The President shall report at the Annual Meeting on the activities of CPP and compose the agenda for Board Meetings. The President will keep a true record of all Board Meetings including the Quarterly Business Meetings. The President will inform the Board Members of the time and place of each Board Meeting. The President will certify corporate records in accordance with the State of Illinois. The President will certify corporate records in accordance with the State of Illinois. The President will take on additional responsibilities as outlined in the standing legislation.
  2. Vice President - In the absence of the President, or in the event of a sitting President’s inability to serve in the capacity of President, the Vice President will perform the duties of the President. The Vice President shall preside at all Board Meetings at which the President is not present and shall have such other powers and duties as the President or Board may from time to time designate. The Vice President may also assist the President in certifying corporate records in accordance with the State of Illinois. The Vice-President will take on additional responsibilities as outlined in the standing legislation.
  3. Treasurer - The Treasurer shall have general charge of CPP’s financial affairs, under the discretion of the Board. The Treasurer shall report the financial condition of CPP to the Board at least annually at the Annual Election Meeting, and at such other times as the Board may request. The Treasurer will take on additional responsibilities as outlined in the standing legislation.
  4. Board Members at Large - The Board Members at Large shall constitute the remainder of the board. Their responsibilities are to be assigned in accordance with the standing legislation.
  5. Non-Executive Positions
  1. Board Trustee Emeritus – The Board Trustee Emeritus are considered non-voting, non-Executive, non-officer positions that function as an advisory position to the Board. Individuals deserving of this distinction must be nominated to the position and confirmed by a two-thirds (⅔) majority vote of the Membership at a Quarterly Business Meeting. Once confirmed, their name shall be appended to the appropriate section in the Standing Legislation. They will be invited to Board Meetings as appropriate. In recognition of their time, dedication and long-term interest in CPP, they shall have Board Trustee Emeritus status, which cannot be revoked without both sufficient cause and a unanimous vote of the Board, and each revocation must be considered in sole and separate fashion. Standard procedures for notice and right to speak as a Member apply.
  2. Directors - The Board may designate and appoint one or more non-voting, non-Executive, non-officer Directors. The director(s) shall have and exercise the authority of the Board in the management of the organization to achieve their intended purpose. Additional authority is only granted to Directors by majority vote of the Board.
  1. Term of Office - The term of each director ends on January 31st unless their position is extended by the newly elected Board or they become delinquent to Membership standing. Directors serve solely at the will of the Board.
  1. Other Powers and Duties of the Board – The following are other powers and duties of the Board:
  1. (i) Powers
  1.  To consider and facilitate policy directives for CPP in accordance with the purposes of these Bylaws, and to direct and assure a program necessary to carry out these purposes;
  2. To appoint Directors as needed. Directors shall exist at the discretion of the Board, and shall have only the powers specifically granted by the Board;
  3. To establish Ad Hoc Committees as needed. Ad Hoc Committees shall exist at the discretion of the Board, and shall have only the powers specifically granted by the Board;
  4. To exercise all other powers of the organization as conferred by these Bylaws.
  5. To suggest suggest modifications on behalf of a Member to the Bylaws, Code of Conduct, and other governance documents for consideration by the Membership at the Quarterly Business Meeting or through emergency Membership votes as necessary to appropriately protect the membership, venues, and the organization, and ensure positive, consensual behavior for all.
  1. Duties
  1. Perform all annual state and federal filings in accordance with non-profit requirements and guidelines.
  2. Coordinating volunteers as needed
  3. Maintaining records of membership
  4. Enabling transparency
  5. Maintaining and Enforcing Bylaws, Code of Conduct, and documents of governance
  1. Term of Office - Each Board Member shall serve for a term of one (1) year starting February 1st through January 31st in cases of normal election. In cases of filling a vacancy, they shall fill the unexpired term of the vacancy they are filling through January 31st.
  1. Term Limitations – Candidates seeking election or reelection to the Board shall be held to the following restrictions:
  1. Consecutive terms – No Board Member shall be eligible to declare candidacy for re-election or to fill a vacancy if they have served 34 or more consecutive months as a Board Member by the date candidacy declaration opens for a given position.
  2. Gaps between terms – a Member shall be eligible to declare candidacy for a vacant Board position or for an Annual Election if a period of at least 6 months will have lapsed between their last Board term’s expiration and the start of the Board term for which they are declaring candidacy.
  3. Exceptions - Should an inadequate number of candidates declare candidacy for an open position, an exception may be granted for the Member in question to declare candidacy by a majority vote of the Board.
  1. Eligibility -  To be eligible to run for Board, candidates must be a Member in Good Standing as outlined in Article III.1.
  1. President – Eligibility for the position of President requires any candidates among the seven (7) elected Board Members for the position have at least one (1) year of prior experience on the Board. Should no such candidate be eligible, candidacy will be opened to Members with at least one (1) year of Director experience. Still should no candidate be eligible or willing, candidacy will be opened to the rest of the voted-in Board Members.
  2. Vice President – Eligibility for the position of Vice President requires any candidates among the seven (7) elected Board Members for the position have at least one (1) year of prior experience on the Board. Should only one (1) of the seven (7) Board Members elected meet this qualification, they should consider the office of President. Should no such second candidate meeting this requirement be eligible, candidacy will be opened to the rest of the voted-in Board Members.
  3. Required Disclosures

IV.4.C.(i)        Felonies - Candidates for the Board must disclose all prior felony or misdemeanor convictions of a sexual or violent nature, excluding offenses committed before the age of 18.

IV.4.C.(ii) Other Extracurricular Involvement – Candidates for the Board must disclose other activities that might significantly impact their ability to meet the responsibilities of the Board or distract from their representation of the Board. They must articulate the responsibilities, time commitment, travel-requirements, and any requirements to represent the activity that could coincide with execution of their duties and representation of their office in CPP. This includes but is not limited to titleholding, event producing, and/or holding a position on another organization’s board.

IV.4.D         The Board shall reach out to the potential candidate for more information in the event that their disclosure is ambiguous. Based upon that information, the sitting Board should provide any reservations about an individual’s ability to manage the expectations on the Board should their candidacy be accepted to the individual.

  1. Candidacy – Any Member in good standing may submit their candidacy for a Board position by submitting candidacy information to board@chicagopetpatrol.org. Candidacy must be received by the Board no later than thirty (30) days prior to the Annual Election Meeting. To convey the requirements, time commitment, and workload of the Board to potential candidates, the Board may compose an emailed letter detailing the above to candidates or require those candidates to attend a Board Meeting or Quarterly Business Meeting to convey the same message.
  1. Candidacy Declaration – For any election, the Board shall state the means for submitting candidacy and candidacy information in the announcement of the open position(s) to Membership. The means shall be digital and accessible to all eligible Members and shall be under the purview of CPP, such as a Google Form in the shared Google Drive folder or an email to board@chicagopetpatrol.org.
  1. Elections – Board Members shall be elected by a majority vote of qualified Members as defined in Article III.1.
  1. Procedures – The following procedures govern the announcement and execution of annual elections.
  1. Candidates must declare their candidacy as outlined in Article IV.5.
  2. Should less than seven (7) eligible Members declare candidacy, the Board may extend the candidacy deadline to the end of the date of the Annual Election meeting, and shall encourage Members to consider candidacy. This includes current Board members, previous Board members, and other potentially qualified candidates to declare candidacy.
  3. The Board will announce the date of the January Quarterly Business Meeting no later than thirty (30) days in advance  prior to the start of the meeting.
  4. Should no Members declare candidacy leading up to the end of the date of the Annual Election Meeting, the existing Board shall entertain a vote on whether or not to dissolve the club in an Emergency session of the Board.
  5. The Board will find a suitable location which all Members will be allowed entry, particularly avoiding barring spaces that may discriminate against Member’s age, race, religion, gender, or sexuality.
  6. The Board will endeavor to have a video conferencing or livestream opportunity for Members who may not be able to attend the meeting in person.
  7. The meeting will take place according to the times in Article V.1.C.
  8. Each candidate will be given an opportunity to deliver a speech not longer than two (2) minutes and Membership will be allowed to question each candidate for up to three (3) minutes.
  9. Members will be given a total of three (3) days to vote seven (7) candidates to serve on the Board through a digital means determined by the Board.
  10. The Board will certify the results of this vote and determine which of those elected are eligible (as defined in Article IV.4) and wish to declare declaring candidacy for President within twenty-four (24) hours of closure of the vote. The Board will then publish the results to all Members through the official method of Member communication.
  11. Members will be given a total of two (2) days following the announcement of the results to vote for on the President from among the candidates through a digital means determined by the Board.
  12. The Board will certify the results within twenty-four (24) hours of closure of the vote. They will then publish the results to all Members through the official method of Member communication.
  13. The Board Members elected, under direction of the newly elected President, will declare their positions no later than January 31st after the election takes place. A meeting of the newly-elected Board may be necessary to determine this and the sitting Board should consider attending to offer guidance.
  14. Should seven (7) or fewer candidates are eligible or running for election, a vote of confidence will be taken for each candidate. 50% of voting Members must affirm each candidate into office.  
  15. In the event fewer than seven (7) Board Members are confirmed, the new Board will fill the remaining positions per the vacancy policy outlined in Section Article IV.8.
  1. Removal – Removals of Board Members should proceed as follows:
  1. Removal at the Request of Membership – Any Member may request the removal of a Board Member by sending a report with the reasoning to board@chicagopetpatrol.org no later than twenty-four (24) hours prior to a Quarterly Business Meeting. Should the remaining Board (exempting the Board Member in question) be able to make a majority vote in support of the removal, the Board Member is removed. If not, a vote will be posed to Membership at the next Quarterly Business Meeting. The complainant reporter will be given the opportunity to support their request for removal, or a copy of their request will be read in their absence. The Board Member in question will have the right to speak, or a letter detailing their defense will be read in their absence.
  2. Removal at the Request of Another Board Member -  Board conflicts should be handled through the probationary process if possible, and removals through this section should be pursued only for particularly egregious offenses. Any Board Member may request the removal of another Board Member by sending a report with the reasoning to board@chicagopetpatrol.org no later than twenty-four (24) hours prior to a Quarterly Business Meeting or Board Meeting. Should the remaining Board (exempting the Board Member in question) be able to make a majority vote in support of the removal, the Board Member is removed. If not, a vote will be posed to Membership at the next Quarterly Business Meeting. The complainant reporter will be given the opportunity to support their request for removal, or a copy of their request will be read in their absence. The Board Member in question will have the right to speak, or a letter detailing their defense will be read in their absence.
  3. Removal because of a Felony Conviction - If a sitting Board Member is convicted of a felony or misdemeanor of a sexual/violent nature, that Board Member will be immediately removed from the Board.
  1. Probation - Members of the club, including other Board Members, may request that a Board Member be put on probation. Probation does not impact a Board Member’s duties and powers. Probation is intended to give the Board Member in question a constructive roadmap in order to meet Club, Member, and fellow Board Member expectations consistent with their office, roles, and shared expectations.
  1. Prerequisite - The individual who makes the request that a Board Member be put on probation must be willing to positively and actively contribute to an improvement plan, help the requested Board Member clearly understand what improvement looks like, and be reasonable when it comes to assessing if the Board Members has improved at the conclusion of the plan.
  2. Reasoning - a Board Member may be considered for probation for the following reasons:
  1. Failing to execute the responsibilities of their agreed-upon roles in the “Auxiliary Duties of the Board of Directors” section of the Standing Legislation
  2. Failure to participate in facilitating club events
  3. Failing to take on a fair portion of additional shared-work among the board
  4. Failing to participate in business of the Board
  5. Failing to execute the duties outlined in section IV.2 of these Bylaws
  6. Failing to demonstrate the Club’s Values as outlined in the Club Values Statement
  7. Repeatedly impeding Club business
  8. Violation of the Code of Conduct
  9. If a conflict of interest arises
  1. Presentation of Reasoning - Members who wish to request a Board Member be put on probation should outline the reasoning behind their request and email it to board@chicagopetpatrol.org and cc oversight@chicagopetpatrol.org. This email should include:
  1. a detailed information on how the identified Board member is not meeting expectations and how that ties back to the reasoning in the section above; and
  2. an outline of specific and measurable goalposts the Board Member is expected to meet  in order to demonstrate their improvement
  1. Consideration of Reasoning - The request should be considered at the next board meeting, given that at least 48 hours notice is provided. The Board shall discuss the reasoning behind the request. If the Board Member being considered for probation is in attendance, they should be allowed time to rebuttal, or allowed to provide a written rebuttal to be read in their absence.
  2. Voting on Probation - The Board shall vote whether the considered Board Member should be put on probation, exempting the individual in consideration. A simple majority vote will put the Board Member on probation.
  1. On a probation vote, the member who initiated it shall be informed within 24 hours.
  1. Plan of Action - the Board shall collaborate to present the Board Member on Probation an improvement plan no later than 7 days after the vote.
  1. The plan shall include the following:
  1. Identification of a period of 30, 60, or 90 days which represents the minimum amount of time progress is reasonably demonstrable within
  2. specific thresholds and goalposts to be met to demonstrate improvement
  1. The improvement plan should take into account the following:
  1. the requestor’s specific and tangible goalposts that would demonstrate improvement
  2. Feedback from the Board Member on probation on what is attainable
  3. The Board Member on probation’s ability to meet the expectations of the plan
  1. Remediation Vote - The next Board Meeting after the 30/60/90 day period has expired must include an agenda item during which the Board shall discuss the Board Member’s progress to meeting the plan of action’s thresholds and goalposts.
  1. Both the requestor and Board Member on probation shall be allowed a voice in the discussion.
  2. Once the meeting chair deems adequate discussion has been had, they shall entertain a motion (which will require a majority vote) for one of the following:
  1. A motion for good standing - indicates that they have met the requirements of the improvement plan
  2. A motion for extended probation - indicates that there has been either demonstrable progress or circumstances outside of their control that prevented progress, and will defer consideration of the remediation vote until the next Board Meeting.
  1. In the event no motion above be made or pass, the meeting Chair shall give the member on probation an opportunity to resign.
  2. Should the Board Member on probation be granted neither good standing nor an extended probation, the Board Member is removed from office, effective 24 hours after the end of the meeting.
  3. On a remediation vote, the member who initiated it shall be informed within 24 hours.
  1. Appeals - Requests to appeal a probation vote or remediation vote by the Board should be sent to oversight@chicagopetpatrol.org and cc board@chicagopetpatrol.org within 24 hours of the conclusion of the meeting. The Board Oversight Committee should hold a vote within 48 hours of receipt of the email. A majority affirmative vote of the Committee will extend the probation until the next Quarterly Business Meeting, at which time the Membership will have the opportunity to vote to confirm the removal by two thirds majority vote.
  1. Vacancies – Vacancies will be subject to the following regulations:
  1. In the case of a resignation, removal, or other vacancy, the Board is required to announce the open position to the Membership within twenty-one (21) days of the vacancy.  Members may declare candidacy for the open Board Member position subject to candidacy requirements in Article IV.2 and eligibility requirements in Article IV.4.
  2. Members will have seven (7) days after announcement of the position to declare candidacy
  3. Candidates may submit candidacy information to be distributed by the Board with the announcement of a Membership vote. This announcement must be sent at least 24 hours in advance of the vote opening.
  4. A Membership vote will remain open for a period of forty-eight (48) hours through a digital means determined by the existing Board.
  5. Should multiple candidates be declared, the candidate with the most votes will fill the position.
  6. Should only one candidate be declared, they must receive a majority vote of assent of the voting Membership to fill the position.
  7. The Board Member filling the vacancy shall serve for the remaining unexpired term of the departing Board member.
  1. Extended Vacancies - Should a vacancy extend beyond an attempt to fill per Article IV.8:
  1. The Board will establish a standing open position that shall be discussed at each Board meeting and Quarterly Business Meeting, and be publicized in Member Communications/ Newsletters.
  2. The Board shall work with eligible Members and community Members to cultivate leaders who might be willing to fill the position.
  3. The Board shall consider inviting such Members to consider a directorship position if they are uncertain about their capacity to fulfill the duties of the board.
  4. Should an eligible Member declare candidacy for the standing open position by emailing their candidacy to board@chicagopetpatrol.org will have 24 hours to communicate  their candidacy to the Membership through the official method of Member communication.
  5. Other Members should be given seven (7) days after announcement of the call for candidacy to declare candidacy.
  6.  Candidates may submit candidacy information to be distributed by the Board with the announcement of a Membership vote. This announcement must be sent at least 24 hours in advance of the vote opening.
  7. A Membership vote will remain open for a period of forty-eight (48) hours through a digital means determined by the Board.
  8. If multiple candidates were declared, the candidate with the most votes will fill the position.
  9. If only one candidate was declared, they must receive a majority vote of assent of the voting Membership to fill the position.
  10. The Board Member filling the vacancy shall serve for the remaining unexpired term of the departing Board member.
  1. Financial Conflict of Interest – Any decisions that could financially benefit a Member(s) or Board Member(s) must be disclosed by the Member. The Board will do due diligence to determine if such a conflict of interest exists. Determinations are made by the Board exempting the individual(s) who might profit. Any Board Member in violation of this policy may be subject to removal by a majority vote by the remainder of the Board. Board Members shall not in any way profit personally or indirectly from the operation or dissolution of the organization.
  2. Compositional Conflict of Interest - A Member or Board Member who feels that there is a conflict of interest with the composition of the Board and/or Standing Committee(s) with respect to their relationships and dynamics should email the Board Oversight Committee at oversight@chicagopetpatrol.org. The definition of compositional conflict of interest means interpersonal relationships. Examples of interpersonal relationships include romantic relationships, legal unions, dating, and dynamics. The Board Oversight Committee–exempting individuals potentially involved in the conflict of interest–shall (1) do due diligence to determine whether a conflict of interest exists; (2) if exists, determine whether the conflict is severe enough to merit changing the composition of the Board and/or Committees; and (3) if so present it to the Membership for resolution. Any emailed concern of this nature should be reported at the next Quarterly Business Meeting, regardless of the determination made by the Board Oversight Committee.
  3. The CPP will hold meetings per the following guidelines:
  1. Monthly Board Meetings – The Board will hold a minimum of at least one (1) Board meeting per calendar month. A Quarterly Business Meeting satiates this requirement for the month it is held in.
  1. Quorum – Majority of the Board Members.
  2. Notice – Each Board Member will be given seven (7) days’ notice by the President in advance of a meeting.
  1. Quarterly Business Meetings – The Board will host a Quarterly Business Meeting each of the calendar months April, July, and October. The Annual Election Meeting satiates the requirement for a January Quarterly Business Meeting.
  1. Quorum  – 1/10th of the voting Membership only if a vote is to be taken.
  1. Should a quorum not be met no business can be discussed can be voted on., but electronic votes can still be captured for any club business provided a quorum of votes is reached.
  1. Notice – Each Member will be given thirty (30) days’ notice by the President in advance of a meeting.
  1. Annual Election Meeting -  The Board will host an Annual Election Meeting the second week of January.
  1. Quorum  – 1/10th of the voting Membership only if a vote is to be taken.
  1. Should a quorum not be met business can be discussed but cannot be voted on. Electronic votes can still be captured for any club business provided a quorum of votes is reached.
  1. Notice – Each Member will be given thirty (30) days’ notice by the President in advance of a meeting.
  1. Emergency Meetings of the Board – The Board may call emergency Board Meetings as needed subject to approval of the President.
  1. Quorum – Majority of the Board Members.
  2. Notice – Each Board Member will be given twenty-four (24) hours’ notice when possible by the President in advance of a meeting. The subject of the emergency meeting being called must be given with the notice, and no other business may be transacted during the emergency Board Meeting.
  1. Rescheduling of Meetings -  Meetings may be rescheduled because of weather, civil emergency/unrest, unavailability of the meeting venue, or lack of a quorum, or reasons of similar gravity. Meetings must be rescheduled as close to the original date as possible with a minimum of three (3) days’ notice for both Board and Business Meetings.
  2. Resolution Without Meetings – Should consent of a majority of the Board be collected by the President on a subject brought up through digital channels, such as a Board chat, such consent is treated as a vote at a Board Meeting and should be documented in the records of the Board Meeting.
  1. All Board Members shall have one (1) vote unless otherwise authorized by the Board.
  2. All Board Members should have the opportunity to weigh in on the issue before it is agreed on. Discussion can stop if a majority vote is garnered.
  1. Virtual Meetings – Meetings may be held in person, through digital means (“virtual”), or a combination of the two (“hybrid”) provided that all attendees can communicate with each other at the same time.
  1. Executive Board
  1. The Executive Board shall be comprised of all Board Members as defined in Article IV.1.
  1. Committees
  1. Ad Hoc Committees Of The Board - The Board may designate and appoint one or more Ad Hoc Committees.
  1. Powers of Ad Hoc Committees - The Ad Hoc Committees, shall have and exercise the authority of the Board in the management of the organization to achieve their intended purpose(s) with the following exceptions:
  1. amending, altering or repealing the bylaws;
  2.  electing, appointing or removing any Member of any such Committee or any Board Member or officer of CPP;
  3. amending or restating the articles of incorporation;
  4. adopting a plan of merger or plan of consolidation with another corporation;
  5.  authorizing the sale, lease, exchange or mortgage of all or substantially all the property and assets of the organization;
  6. authorizing the voluntary dissolution of CPP or revoking proceedings therefore;
  7. adopting a plan for the distribution of the assets of CPP;
  8. or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the Committee.
  1. Term of Office - Each Committee Member shall continue until a set goal is accomplished and be re-evaluated every ninety (90) days, unless the Committee shall be sooner terminated, or unless such Member be removed from such Committee, or unless such Member shall cease to qualify as a Member thereof. Committee Members serve solely at the discretion of the Board.
  2.    Rules - Each Committee may adopt rules for its own governance consistent with these Bylaws or rules adopted by the Board.
  1. Standing Committees of the Board
  1. Eligibility for Board - Sitting members on the Board Oversight Committee must resign from their position on the committee prior to the announcement to membership, to be eligible to declare candidacy. On a ballot following the election, there will be a measure to re-appoint the individual to their original committee should they desire to if their electoral run was not successful.
  2. The Board Oversight Committee - The Board Oversight Committee will be established as a group of no less than 3 but up to 7 individuals spiritually invested in the continuity and longevity of the club and its accomplishment of its Purposes and Values.
  1. Eligibility - The Board Oversight Committee shall be composed of Members not actively serving a term on the board or as a director. These individuals do not have to be active Members, but should have past CPP Board experience and/or be Board Trustees Emeritus.
  2. Nomination - The Board and active Members have the power to nominate up to the designated number of committee members per VII.2.B. The Board shall lend weight to representation of marginalized groups among similarly qualified candidates when recommending appointees of the Board Oversight Committee.
  3. Ratification - The Membership should ratify each individual nomination by the Board or a Member at a Quarterly Business Meeting. A two-thirds (⅔) majority vote of the membership through a digital means chosen by the Board is required for the nominee to take position. The vote shall open at midnight following the Quarterly Business Meeting and shall remain open for 48 hours. Should a two-thirds (⅔) majority vote on nominated individual(s) not be reached, the position(s) will not be filled.
  4. Term - Members of the Board Oversight Committee serve 3 years unless they otherwise voluntarily resign or are removed per VII.2.B.vi. Committee members may be nominated again after their term expires and must again be confirmed by a vote of the membership.
  5. Eligibility for Board - Board Oversight Committee members who wish to declare candidacy for a sitting Board position must resign from their position on the Board Oversight Committee in advance. If they resign to run for office and not meet the threshold of votes for election, they may rejoin the Board Oversight Committee with a simple majority of the board.
  6. Removal - Members of the Board Oversight Committee can be removed by a two-thirds (⅔) majority vote of the full Membership proposed by a Member or the Board.
  7. Vacancies - Vacancies should be filled by the appointment/ratification process when the number of sitting Board Oversight Committee  Members is less than three (3).
  8. Empowerment - The Board shall enable the Board Oversight Committee in the following:
  1. The Board shall ensure oversight@chicagopetpatrol.org is functioning and appropriately forwarding to the personal email addresses of the sitting Board Oversight Committee. This email list should be audited at least once per year.
  2. The Board will adhere to all decisions and reversals handed down to them by the Board Oversight Committee. Remediation measures taken to adhere to those decisions and reversals shall be reported back to the oversight committee within 14 days for approval by a majority of the committee members. Additional steps may need to be taken to meet the spirit of the decision/reversal but in the end must meet the approval of a majority of the committee members.
  3. The sitting Board will email all Quarterly Business, Emergency and Board Meeting minutes to the Board Oversight Committee within a week following the meeting.
  4. The President or presiding Board Member must yield time to a representative of the Board Oversight Committee at any official meeting of the Board or Quarterly Business Meeting if there are issues that need address.
  1. Duties and Powers - The Board Oversight Committee has the following duties and powers:
  1. The Board Oversight Committee has the power to overturn decisions made by the Board where the decisions are determined via a vote by the Board as an entity. The Board Oversight Committee does not retain any other power of the Board and cannot override decisions made by a voting majority of Members.  Decisions eligible for overturn and/or intervention include:
  1. Issues relating to diversity, equity, and inclusion.
  2. Issues relating to activities that further the Purpose of the Club as outlined in these Bylaws.
  3. Disciplinary Action taken against a Member or chat member after all other avenues have been exhausted.
  4. Unjustified expenditures over $200 by the Board without explicit membership approval.
  1. Should a decision of the Board being addressed by the Board Oversight Committee be irreversible, they will work with the Board on an action plan to minimize impact and/or best effort remediation. This process should continue until a majority of the Board Oversight Committee approves of the action plan and/or outcome.
  2. The Board Oversight Committee should consider requests by club Members or community members made to oversight@chicagopetpatrol.org and proactively review Board Meeting Minutes to determine if any decisions were made against the spirit, wellbeing, and/or Values/Bylaws of the club. If a complaint is received for which another form of recourse exists, the Board Oversight Committee will direct the complainant to that form of recourse. The Board Oversight Committee may determine at its discretion whether a request or Board decision merits investigation.
  3. The Board Oversight Committee shall only consider severe violations of the Bylaws by the Board, so as to protect the organization's core values and principles. The authority of the Board Oversight Committee should only be used as a means of last resort. All other methods of dispute resolution outlined in the Bylaws should be pursued first, not including procedures that require a voting majority of Members or Quarterly Business Meeting attendees.
  4. The Board Oversight Committee shall attempt a good faith discussion of the issues with the sitting Board before overturning them in order to make the most informed decision.
  5. To overturn a decision of the Board or redirect the board’s efforts, the Board Oversight Committee should discuss the issue via email thread or group chat and reach a simple majority consensus of all Board Oversight Committee members before delivering their decision to the sitting Board. In instances of a tie, the issue is escalated to the membership at a Quarterly Business Meeting. The issue shall be presented by a member of the Board Oversight Committee. The email/chat thread in which the issue is discussed should be provided to the recordkeeper as Minutes for the decision.
  1. Appeals - The Board may appeal a decision of the Board Oversight Committee by submitting the original decision for consideration by the full Membership at the next scheduled Quarterly Business Meeting. The decision of the Board Oversight Committee will stand unless overturned in the appeals process by the full Membership at the next Quarterly Business Meeting. The appeal must garner at least a majority vote of voting Members. Unsuccessful appeals may not be re-appealed at later times.
  2. Compliance - Failure to comply with any decision of the Board Oversight Committee will result in a vote of removal for the Board Member(s) who are noncompliant being called at the next scheduled Quarterly Business Meeting.
  1. Checks, Contracts & Other Instruments
  1. All checks drawn on bank accounts of CPP shall be signed on its behalf by the President or the Treasurer or by such officers, agents, employees or staff persons, as the Board may designate.
  2. Representative Authorization -  The Board may authorize any Board Member in the name of or on behalf of CPP to enter into any contract or execute under corporate seal and deliver any deed, note, or other instrument, and such authority may be general or confined to specific instances. Unless so authorized, no Board Member shall have the power or authority to bind CPP by any such contract or instrument, or to render it financially liable for any purpose or to any amount without a majority vote of the board.
  1. Indemnification of Board Members
  1. Indemnification of Board Members - CPP shall indemnify any and all Board Members against all legal expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such Board Members in connection with any legal proceeding in which they may become involved, by reason having acted on behalf of CPP in any activity authorized by the Board. Such indemnification shall include payment by CPP of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of any understanding by the person indemnified to repay such payment if he or she shall be adjudicated not to have acted in good faith in the reasonable belief that their actions were in the best interests of CPP. The term “Board Member”, as used in this Article, shall include the heirs, executors, and administrators of such Board Members. The foregoing right of indemnification shall be in addition to, and not exclusive of all other rights to which such Board Members may be entitled.
  1. Parliamentary Authority
  1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern
    the proceedings of this association in all cases to which they are applicable and in which they are
    not inconsistent with the Bylaws of CPP, these Bylaws, any special rules of order the association may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
  1. Amendments
  1.  These Bylaws may be amended by a two-thirds vote of a quorum of Members at a Quarterly Business Meeting, provided that Membership is notified of the proposed amendments. At least fourteen (14) days prior to the meeting. Should amendments need to be made outside a Business Meeting, the Board will notify the Membership at least 24 hours in advance of the emergency vote opening. Voting must remain open for at least 48 hours, and a majority of a quorum of Membership is required for adoption.
  2.  The President may amend nonsubstantive spelling, grammatical, numbering, and structural errors subject to approval of the Board without petitioning the membership. These changes require a note on the current governing document.
  1. Dissolution
  1. Dissolution of the Organization - In the case of CPP’s dissolution, the physical assets of the organization should be distributed to an area organization with similar values and goals as the CPP or dissolved and the proceeds donated to the same. In absence of such an organization, assets can be distributed to an area organization that benefits LGBT and/or kink individuals. Designation of such an organization is subject to a majority of Board or Membership vote.

Change Log:

2024-07-21:

2024-01-14:

2023-11-04:

2023-03-27:

2023-02-01:

2023-01-03:

2022-10-01:

2022-08-28:

2022-04-24:

2022-01-17:

2021-10-17:

2021-02-27:

2020-01-11:

2019-10-19:

2019-07-20:

2019-04-20: