BYLAWS OF THE LOUISVILLE DOG RUN ASSOCIATION,
INC., A NOT-FOR-PROFIT CORPORATION
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ARTICLE I - ORGANIZATION A. The name of the organization shall be LOUISVILLE DOG RUN ASSOCIATION, INC. B. The organization may at its pleasure by a vote of the Board of Directors change its name. C. As a part of the organization's application for recognition of exemption from federal income tax, the following amendments shall apply: 1. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code. 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. 3. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE II - MISSION The LDRA's mission is as follows: A. Development 1. To serve as a resource for the development of off-leash dog parks throughout the Louisville area as well as other places interested in developing dog parks. 2. To actively promote and fund development of future dog parks in the Louisville area where a need is identified. 3. To develop a volunteer program to monitor park activity, enforce rules/regulations and address/document problems on site. B. Maintenance 1. To assist in the maintenance of the dog parks through volunteer manpower. 2. To assist in financing maintenance needs that cannot be accomplished with volunteer labor C. Education 1. To advise members, and the general public of educational programs to: promote canine well being and responsible pet ownership, improve understanding of canine behavior and socialization, and identify resources for behavior classes, training classes, community professionals, etc. 2. To operate a website. D. Funding 1. To provide annual revenue for standard maintenance and operations through the collection of membership fees. 2. To provide funding of LDRA programs, including development of dog parks, and improvements of the dog parks, through public, private and corporate donations and grants. E. Promotion 1. May schedule public events to promote the parks, which may include fundraising, such as dog walks, dog games, training demonstrations, etc. 2. May attend pet-focused community events to promote the LDRA.
ARTICLE III - MEMBERSHIP A. Membership in the organization shall be open to all dog owners who wish to use the LDRA dog parks, in the greater Louisville area and beyond. B. Members are defined as dog owners who have purchased an LDRA membership for the current calendar year. C. Membership runs from January 1 through December 31, regardless of what month the membership was purchased, and must be renewed annually.
ARTICLE IV - MEETINGS A. Regular meetings of this organization shall be held Quarterly on the second week of the months of January, April, July,and October. B. Regular meetings will take place at E.P. Tom Sawyer State Park Administration Office, 2900 Freys Hill Road, Louisville, Kentucky. The meeting date, time, and/or location may be changed by the President, if announced at least one week in advance. B. Agenda items for the meetings shall be delivered to the Secretary no later than 7 days prior to the meeting. Only items on the agenda will be presented and discussed at the meeting, unless otherwise approved by the Board. C. Special meetings of this organization may be called by the President. Notice shall be sent to the participants at least seven (7) days before the scheduled date set for such special meeting. Such notice shall state the reason for the meeting, the business to be transacted at such meeting and by whom it was called. At the request of two of the members of the Board, the President shall call a special meeting, but the request must be made in writing at least seven (7) days before the requested scheduled date. D. No other business but that specified in the notice may be transacted at a special meeting without the unanimous consent of all those present at such meeting. E. An Annual Meeting shall be held in October and shall include annual reports of the Officers. F. All discussions at meetings shall be polite and respectful. Disorderly attendees will be evicted from the meeting. The Board may vote to permanently ban from meetings any individual who repeatedly violates these standards of behavior.
ARTICLE V - ORDER OF BUSINESS 1. Call to Order. 2. Approval of the Minutes of the preceding meeting. 3. Reports of Officers. 4. Reports of Committees. 5. Old and Unfinished Business. 6. New Business. 7. Adjourn.
ARTICLE VI - VOTING A. Only Board members may vote at meetings, except for election of officers, in which all current members of LDRA present at the meeting, may vote. B. At all meetings, votes shall be by voice.
ARTICLE VII - BOARD OF DIRECTORS A. The business of this organization shall be managed by the Board of Directors, which is comprised of appointed Board members. 1. The Board of Directors are the Officers of the organization. B.The Board shall have control and management of the affairs and business of this organization. Such Board shall act in the name of the organization only in meetings convened by the President in accordance with Article IV. C. A majority of the members of the Board shall constitute a quorum at the meetings. D. Each Board member shall have one vote and such voting may not be done by proxy unless approved by the Board in advance of the meeting. E. The Board may make such rules and regulations covering its meetings as it may deem necessary. F. Vacancies on the Board shall be filled by a majority vote of the remaining members of the Board for the balance of the term. G. The President of the organization shall be Chairman of the Board of Directors. H. Members at large: Directors may be appointed by the Board. I. Any Board Member may resign at any time by delivering written notice to the Executive Director or the Executive Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 1. If a member of the Board resigns their position that member cannot run, be elected, or be appointed to the Board for two consecutive terms. J. The Board may entertain charges against any member, and shall hold a hearing at which charges are presented and the accused may answer such charges, before a vote is taken. The Board shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. Minutes shall be taken of this hearing and preserved in the records of the organization. K. A vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Board members, which may be less than a quorum of the Board. A Board Member who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
ARTICLE VIII - OFFICERS A. The Officers of the organization shall be as follows: President, First Vice President--Membership, Second Vice President--Facilities, Third Vice President Assistant--Facilities Director, Treasurer, Executive Secretary. B. All Officers shall serve a term of Eight (8) years, beginning on January 1 following the election held at the Annual Meeting the preceding October C. The President shall preside at all membership meetings, but in his/her absence, another Officer may preside.
2. The President shall present at each Annual Meeting of the organization an annual report of the work of the organization. 3. The President shall appoint all committees, temporary or permanent. 4. The President shall see that all books, reports, documents, and certificates required by law are properly kept or filed. 5. The President shall be one of the officers who may sign the checks or drafts of the organization. 6. The President shall oversee the work of all other officers. 7. The President shall have all such powers as may be reasonably construed as belonging to the Chief Executive of any organization.
D. The First Vice President--Membership shall conduct and oversee all communications with the members of the LDRA. 1. The First Vice President--Membership shall answer all correspondence from members received via USPS mail.
E. The Second Vice President--Facilities shall oversee all matters pertaining to the structures, grounds, and maintenance of the dog parks.
F. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be responsible for such monies or securities of the organization. 1. The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No monies may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. 2. The Treasurer shall render monthly written reports of the finances of the organization, as well as a comprehensive annual report. These reports shall be physically affixed to the minutes of these meetings. 3. The Treasurer shall exercise all duties incident to the office of Treasurer. G. The Executive Secretary shall keep the minutes and records of the organization in appropriate books. 1. The Executive Secretary shall file any certificates required by any statute, federal or state, and any other documents required for the operation of the LDRA and its dog parks. 2. The Executive Secretary shall be the official custodian of the records and seal of this organization. 3. The Executive Secretary may be one of the officers who may sign the checks and drafts of the organization. 4. The Executive Secretary shall present to the Board at any meetings any communication addressed to the organization. 5. The Executive Secretary shall submit to the Board any communications which shall be addressed to the organization. 6. The Executive Secretary shall collaborate with the First Vice President--Membership on the production of the LDRA newsletter. 7. The Executive Secretary shall attend to correspondence of the organization and shall exercise all duties incident to the office of Secretary. H. Officers shall by virtue of their office be members of the Board.
ARTICLE IX - SALARIES A. The Board of Directors shall hire and fix the compensation of any and all employees, contractors, or consultants which they in their discretion may determine to be necessary for the conduct of the business of the organization. B. At least two bids shall be solicited for these services, where practical, and the work shall be awarded to the lowest bid for identical services.
ARTICLE X - COMMITTEES A. All committees shall be appointed by the Board and their term of office shall be for a period of one year, or as determined by the Board. B. Park Advisory Committees: There shall be one Park Advisory Committee (PAC) for each park Each PAC shall be made up of members who have designated that Park as their home park, and wish to help oversee the day-to-day operations of the Park and assist in the planning of long-term improvements to the Park. 1. Any actions taken by the PAC must be approved by the Board of Directors. 2. The PAC shall be comprised of five to seven members, or any other number of members as deemed appropriate by the Board of Directors. 3. One member of each PAC shall be appointed Chairperson of the PAC. This person shall be selected by the members of the PAC and approved by the Board of Directors. The Chairperson shall report to the Board of Directors. 4. The Chairperson shall be responsible for updating the Board of Directors on all activities of the PAC and at the Dog Park. C. Nominations Committee. In an election year, a committee of three shall be appointed by the Board to prepare a slate of officers for the election. The Nominations Committee shall be appointed in July, and shall present their slate of officers to the Board and membership at the September meeting, in preparation for the October election. D. Bylaws Committee. This committee shall be appointed by the Board and shall review the Bylaws and recommend to the Board any amendments deemed necessary.
ARTICLE XI - LIABILITY OF MEMBERS A. No member or officer shall be personally liable for any bills or obligations of the Louisville Dog Run Association, past or present. B. No officer or member will obligate or disburse any money belonging to the Louisville Dog Run Association without authorization of the Board. C. No person shall use the name, mailing list, or official logo of the Louisville Dog Run Association for other than strict Association purposes, without authorization of the Board of Directors.
ARTICLE XII - DUES A. The dues of this organization shall be the LDRA membership fee paid for the calendar year.
ARTICLE XIII - AMENDMENTS A. These By-Laws may be altered, amended, repealed or added to by an affirmative vote of a majority percent of the members of the Board
These by-laws were adopted by the Board of Directors on July 10, 2001. Amendments to the by-laws were adopted by the Board of Directors on March 25, 2002. Amendments to the by-laws were adopted by the Board of Directors on January 23, 2004. Amendments to the by-laws were adopted by the Board of Directors on March 29, 2007 Amendments to the by-laws were adopted by the Board of Directors on March 5, 20014. Amendments to the by-laws were adopted by the Board of Directors on November 20, 2015. Amendments to the by-laws were adopted by the Board of Directors on October 28, 2019. Amendments to the by-laws were adopted by the Board of Directors on October 3, 2021.
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