Bylaws

of the Chicago Puppy Patrol

  1. Name
  1. The name of this organization shall be Chicago Puppy Patrol (may hereinafter be referred to as CPP, the club, or the organization). It shall be a nonprofit organization incorporated under the laws of the State of Illinois.
  1. Purpose & Goals
  1. Purpose - The Chicago Puppy 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;
  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 supports 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 one (1) level 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.
  2. 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. 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.chicagopuppypatrol.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 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 who violate these Bylaws or the standing Code of Conduct up to and including banning them from the organization.
  2. 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.
  1. Members of the Board
  1. The Board shall be comprised of five (5) officers: President-Secretary, Vice President, Treasurer, Social Media Coordinator, and Programming Coordinator. 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. Decisions may be made by any of the designated forms of communication.
  1. President-Secretary - The President-Secretary shall preside at all Board Meetings, when present. The President-Secretary shall have such usual powers and duties customarily belonging to the office of President and Secretary and shall have such other powers and duties as the Board may designate. The President-Secretary shall report at the Annual Meeting on the activities of CPP and compose the agenda for Board Meetings. The President-Secretary will keep a true record of all Board Meetings including the Quarterly Business Meetings. The President-Secretary will inform the Board Members of the time and place of each Board Meeting. The President-Secretary will certify corporate records in accordance with the State of Illinois.
  2. Vice President - In the absence of the President-Secretary, or in the event of a sitting President-Secretary’s inability to serve in the capacity of President-Secretary, the Vice President will perform the duties of the President-Secretary. The Vice President shall preside at all Board Meetings at which the President-Secretary is not present and shall have such other powers and duties as the President-Secretary or Board may from time to time designate. The Vice President may also assist the President-Secretary in certifying corporate records in accordance with the State of Illinois.
  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.
  4. Social Media Coordinator – The Social Media Coordinator serves as the primary point of contact for consistent external advertising and communications about CPP. For the purposes of these Bylaws, external shall mean any communications with Members of CPP or community members.
  5. Programming Coordinator – The Programming Coordinator shall be the point-of-contact for all activities related to planning, staffing, and executing public events for CPP. For the purposes of these Bylaws, public shall mean any events with Members of CPP or community members.
  6. 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. They will be invited to Board Meetings as appropriate. Michael “Luph” Belanger and James “Snuggles” Elliott Cummings II have served the Board with distinction and are deserving of the same distinction for their outstanding service. 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 Committees as needed. 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 modify the Code of Conduct 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. Candidacy – Any Member in good standing may submit their candidacy for a Board position by emailing board@chicagopuppypatrol.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.
  2. 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.2.
  2. The Board will announce the date of the January Quarterly Business Meeting no later than thirty (30) days prior to the start of the meeting.
  3. The Board will find a suitable location which all Members will be allowed entry, particularly barring spaces that may discriminate against Member’s age, race, religion, gender, or sexuality.
  4. 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.
  5. The meeting will take place according to the times in Article V.1.C.
  6. Each candidate will be given an opportunity to speak for no longer than two (2) minutes to the Members in attendance.
  7. Members will be given a total of three (3) days to vote five (5) candidates to serve on the Board through a digital means determined by the existing Board.
  8. The sitting 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 declaring candidacy for President-Secretary within twenty-four (24) hours of closure of the vote. They will then publish the results and the candidates to all Members through the official method of Member communication.
  9. Members will be given a total of two (2) days following the announcement of the results to vote on the President-Secretary from among the candidates through a digital means determined by the existing Board.
  10. The sitting 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.
  11. The Board Members elected, under direction of the newly elected President-Secretary, 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.
  1. Eligibility -  Any Member that meets the requirements for candidacy is eligible to run for a position on the Board. Candidates for the Board must disclose all prior felony convictions of a sexual or violent nature, excluding offenses committed before the age of 18. The sitting Board will make a case-by-case majority vote evaluation for candidate eligibility based upon these disclosures. The following positions have additional restrictions:
  1. President-Secretary – Eligibility for the position of President-Secretary requires any candidates among the five (5) elected Board Members for the position have at least one (1) year of 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 five (5) elected Board Members for the position have at least one (1) year of experience on the Board. Should only one (1) of the five (5) Board Members elected meet this qualification, they should consider the office of President-Secretary. Should no such second candidate meeting this requirement be eligible, candidacy will be opened to the rest of the voted-in Board Members.
  1. Term of Office - Each Board Member shall serve for a term of one (1) year and shall be eligible for re-election unless otherwise disallowed by other measures of these Bylaws.
  2. 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@chicagopuppypatrol.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 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 - Any Board Member may request the removal of another Board Member by sending a report with the reasoning to board@chicagopuppypatrol.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 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. Vacancies – Vacancies will be subject to the following regulations:
  1. In the case of a resignation, removal, or other vacancy, the vacancy may be filled from the pool of existing Directors by a majority vote of the existing Board Members within.
  2. Should no Directors wish to accept a position, the Board is required to announce the open position to the membership within seven (7) days of the vacancy.
  3.   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.
  4. Members will have seven (7) days after announcement of the position to declare candidacy
  5. Candidates may send in a letter to board@chicagopuppypatrol.org to be distributed with the announcement of a membership vote.
  6. A membership vote will remain open for a period of twenty-four (24) hours through a digital means determined by the existing Board.
  7. The candidate with the most votes will fill the position
  8. The Board Member filling the vacancy shall serve for the remaining unexpired term of the departing Board member.
  1. 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 in lieu of 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.
  1. Meetings
  1. 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-Secretary 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-Secretary 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 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-Secretary 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-Secretary.
  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-Secretary 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. 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-Secretary 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. All Board Members shall have one (1) vote unless otherwise authorized by the Board.
  1. Executive Board
  1. The Executive Board shall be comprised of all Board Members as defined in Article IV.1.
  1. Committees
  1. Committees Of The Board - The Board may designate and appoint one or more Committees.
  1. Powers of Committees - The 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. Checks, Contracts & Other Instruments
  1. All checks drawn on bank accounts of CPP shall be signed on its behalf by the President-Secretary 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 the affirmative vote of a majority of the Board Members present and voting at any Board Meeting, provided that notice of the substance of the proposed amendment is given in the call for the meeting. Such notice must be given at least fourteen (14) days prior to the meeting.
  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.