Peterborough Dog Owners (PDOA) Association By-Laws

1. In these by-laws:

Membership

2. Those to whom the Association is ultimately accountable shall be the members of the Association. This will include a minimum of five (5) subscribers to the Memorandum of Association incorporating said Association, and other such persons as described herein.

3. Every member of the Association shall be entitled to attend any meeting of the Association and to vote at any meeting of the Association and, if of legal age, to hold any office.

4. Membership in the Association shall not be transferable.

5. Membership in the Association shall consist of those who support the objects of the Association and/or

6. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any individual, signature of voluntary annual renewable membership, shall constitute admission to membership in the Association. Organizations may be admitted to membership in the same manner.

7. Membership in the Association shall cease upon the death of a member, or if by notice in writing to the Association, he/she resigns his/her membership, or if he/she ceases to qualify for membership in accordance with these by-laws such as failure to renew annual membership fees, non-compliance with membership by-laws as an example.

Fiscal Year

8. The fiscal year of the Association shall be the period from January 1st to December 31st

Members' Meetings

9. Every member shall have one vote and there shall be no proxy voting.

10. Meetings:

11. Seven (7) days notice to members is required for an ordinary general or special general meeting of the members. The notice must specify the date, place and time of the meeting and in the case of special business, the nature of such business shall be given to the members. Such notice is to be given to the members by means deemed by the directors to be effective. This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail, website, and/or other electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

12. One month notice is required for an annual general meeting. The notice must specify the date, place and time of the meeting and, in the case of special business, the nature of such business shall be given to the members. Such notice is to be given to the members by means deemed by the directors to be effective. This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail, website, and/or other electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any annual general meeting. At the annual general meeting of the Association the following items of business shall be dealt with and shall be deemed ordinary business:

All other types of business transacted at an ordinary general, annual general or special general meeting of the members shall be deemed special business.

13. No business shall be transacted at any members meeting of the Association unless a quorum of members is present at the commencement of business and such quorum shall consist of (5) five members

14. If, within one-half hour from the time appointed for a members meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In all other case it shall stand adjourned to such time and place as a majority of the members then present shall direct. At such adjourned meetings the members present shall constitute quorum only for the purpose of winding up the Association.

15. The Executive Director, or in his/her absence, the Assistant Executive Director, or in the absence of both of them, any member Appointed from among those members present, shall preside as Executive Director at members' meetings.

16. At a members meeting the Executive Director shall have a vote. In the case of an equality of votes, the motion shall be lost.

17. The Executive Director may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.

18. At any meeting, unless a poll is demanded by at least three members, a declaration by the Executive Director that a resolution has been carried and the entry in the minutes shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution. If a poll is demanded it shall be held by show of hands or by secret ballot as the Executive Director may prescribe and the result of such poll shall be deemed to be the resolution of the Association.

Directors

19. Unless otherwise determined by special resolution, the number of directors shall not be less than three (3) or more than5#. The minimum of three(3) subscribers to the Memorandum of Association shall be the first directors of the Association.

20. Any member of the Association of legal age (18) shall be eligible to be elected a director of the Association.

21. Directors shall be elected by members at annual general meetings of the Association as per bylaw #12 (f).If organizations are admitted to membership, the members may elect, as a director, a representative nominated by each of the organizations. The remaining directors shall be elected by the members from among their number.

22. At the annual general meeting of the Association, the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected. Retiring directors shall be eligible for re-election.

23. In the event that a director resigns his/her office or ceases to be a member in the Association, whereupon his/her office as director shall be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Association.

24. The Association may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the director in whose place he/she is appointed would have held office if he/she had not been removed.

25. Directors who have, or could reasonably be perceived to have, a conflict of interest with respect to the affairs of the Association, have a duty to declare this interest. Such a declaration is to be made to the members upon nomination or, if serving as a director, when the possibility of a conflict is realized. A conflict of interest does not preclude a member from serving as a director provided that he/she withdraws from decision making on matters pertaining to that interest and that such withdrawal is duly recorded.

26. Directors are not entitled to remuneration for service but may be reimbursed for reasonable expenses incurred in the conduct of their duties. Such expenses maybe specified in advance by the Board of Directors. Such as travel expenses in promotion of the association, reimbursement of loans to sustain the association( without interest) as an example.

27. The responsibility for the management of the activities of the Association shall be vested in the directors who, in addition to the authorities and responsibilities outlined by these by-laws or otherwise expressly conferred upon them, may exercise, within the limits of the law, all powers as may be required by the Association to achieve its purposes. In particular, the directors shall have power to set policy to guide the management of the Association, engage staff, and to determine his/her/their duties, responsibilities and remuneration. The directors may appoint an executive committee and other committees consisting of directors and/or other such persons they may determine are required.

Directors Meetings (Board Meetings)

28. Meetings of the Board of Directors shall be held as often as the business of the Association may require but not less than quarterly. A meeting of directors may be held at the close of every ordinary or annual general meeting of members of the Association without notice. Special board meetings may be called by the directors. If notice is required it shall specify the time and place thereof and shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place. Non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

29. No business shall be transacted at any meeting of the Board of Directors unless at least (3)three the directors are present at the commencement of such business.

30. The Executive Director or, in his/her absence, the Assistant Executive Director or, in the absence of both of them, any director appointed from among those directors present shall preside as Executive Director at meetings of the Board.

31. At a directors meeting, the Executive Director shall have a vote. In the case of an equality of votes, the motion shall be lost.

Officers

32. The officers of the Association shall be a Executive Director, a Assistant Executive Director, a Secretary and a Treasurer. The offices of Treasurer and Secretary may be combined.

33. Board may elect one of their number to be the Executive Director of the Association. The Executive Director shall be responsible for the effectiveness of the Board of Directors and shall perform such other duties as may be assigned to her/him by the Board from time to time.

34. The Board may also elect from their number a Assistant Executive Director. The Assistant Executive Director shall perform the duties of the Executive Director during the absence, illness or incapacity of the Executive Director, or during such period the Executive Director may request him/her to do so.

35. There shall be a Secretary of the Association who shall be responsible for the minutes of the meetings of members and directors, and shall perform such other duties as may be assigned to him/her by the members. The directors may also appoint a Recording Secretary who is not a Director, for the purpose of taking minutes. The minutes of all the meetings of the Association and other legal books and records of the Board of Directors shall also be the responsibility of the Secretary.

36. The Board shall also appoint a Treasurer of the Association who shall be responsible for overseeing financial management practices, insuring that the Directors understand the financial situation of the Association and may carry out other such duties as the Board may assign.

37. Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

38. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Audit of Accounts

37. The directors are responsible for insuring that members receive annually a written report on the financial position of the Association. This statement shall be in the form of a balance sheet showing the particulars of its liabilities and assets, and a statement of its income and expenditures for the past year. A copy of the financial report, as a true and fair account of the Association's financial affairs, shall be signed by the auditor or, if there is,

38. An auditor for the Association, may be appointed annually by the members of the Association at the annual general meeting and, on the failure of the members to appoint an auditor, the directors may do so.
A chartered accountant or independent auditor, should be engaged when the Association is managing funds of $100,000 dollars or more.

Miscellaneous

39. The Association has power to repeal or amend any of these by-laws by a special resolution passed by the members, subject to the approval of the Registrar. (Ministry of Government Services of Ontario)

40. The Association shall file with the Registrar, with its Annual Financial Statement, a list of its directors with their addresses, and dates of appointment or election, and, within fourteen days of a change of directors, notify the Registrar of the change.

41. If the Association has a seal it shall be in the custody of the Secretary and may be affixed to any document upon a resolution of the Board of Directors.

42. The annual financial statements and minutes of membership and directors meetings may be inspected by any member( as defined in section 2-Membership) with one week's notice at the registered office of the Association. All other books and records of the Association may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Association.

44. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the Executive Director or the Assistant Executive Director and the Secretary, or otherwise, as prescribed by a resolution of the Board of Directors.

45. The borrowing powers of the Association may be exercised by special resolution of the members.

46. The Board shall insure that the Association's assets are protected against damage and loss, and, if it is determined that considerable risk is involved, the directors themselves are adequately protected against liability resulting from a legal action, suit or proceedings in respect to the execution of the organization's mission.