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 distributable 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:
1. To serve as a resource for the development of dog parks throughout Louisville as well as other cities interested in developing dog parks.
2. To actively promote and fund development of future dog parks in Louisville areas where a need is identified. (The development of more neighborhood parks will ultimately help to decrease the overcrowding, over utilization and subsequently the cost of maintenance of the initial area.)
3. To develop a volunteer program to monitor park activity, enforce rules/regulations and address/document problems on site.
1. To assist in the maintenance of the dog park area(s) through volunteer manpower after such areas are established.
2. To assist in financing excess maintenance needs which the Board of Directors and park users desire including but not limited to electronic gate locks, sprinkler system, unexpected ground repair and/or other amenities.
1. To advise of educational programs for park users, as well as, the general public to promote canine health and responsible pet ownership, to improve understanding of canine behavior and socialization, and provide resources including behavior classes, obedience classes, professional advisory board, a website (with Frequently Asked Question (FAQ) section) and newsletters.
2. To continue operation of the website.
3. To produce a newsletter.
1. To provide annual revenue for standard maintenance.
2. To assist in the funding of the dog park program, including development of new areas, excess maintenance of these sites and educational endeavors through private and corporate donations solicited through a fund raising campaign.
1. To schedule public events to promote the park (may include fund raising), such as, Dog Shows (professional or just for fun), Dog Walks, Dog Games, Pet Therapy, etc.
2. To demonstrate the benefits of canine companions to the individual, family and community.
ARTICLE III - MEMBERSHIP
A. Membership in this organization shall be open to all who are in favor of the establishment of a dog park facilities in the Louisville/Jefferson County community.
ARTICLE IV - MEETINGS
A. The annual membership meeting of this organization shall be held in the second week of January each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.
B. The Executive Secretary shall cause to be mailed (electronically or otherwise) to every member in good standing at his/her address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
C. Regular meetings of this organization shall be held the second week of each month as advertized in the news letter at E.P. Tom Sawyer State Park, 3000 Freys Hill Road, Louisville, Kentucky. The meeting date, time, and/or location may be changed if announced at least one week in advance.
D. Special meetings of this organization may be called by the Executive Director when he/she deems it in the best interest of the organization. Notices 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 reasons that such meeting has been called, 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 of Directors, the president shall cause a special meeting to be called but such request must be made in writing at least seven (7) days before the requested scheduled date.
E. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all those present at such meeting.
ARTICLE V - VOTING
A. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
B. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
ARTICLE VI - ORDER OF BUSINESS
1. Roll Call.
2. Approval of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business. 7. Adjournments.
ARTICLE VII - BOARD OF DIRECTORS
A. The business of this organization shall be managed by a Board of Directors, together with the officers of this organization.
B. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one (1) year.
C. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its president after due notice to all the directors of such meeting.
D. Over fifty (50) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly in the second weekof every month.
E. Each director shall have one vote and such voting may not be done by proxy unless approved by the Board of Directors in advance of the meeting.
F. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
G. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.
H. The Executive Director of the organization by virtue of his/her office shall be Chairman of the Board of Directors.
I. Members at large: Directors may be appointed by the Board at the discretion of the Board.
J. Any Director 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 Directors. 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.
K. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
L. A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A director who fills a vacancy shall serve for the un-expired term of his or her predecessor in office.
ARTICLE VIII - OFFICERS
A. The initial officers of the organization shall be as follows:
B. The Executive Director shall preside at all membership meetings.
1. The Executive Director shall by virtue of his/her office be Chairman of the Board of Directors.
2. The Executive Director shall present at each annual meeting of the organization an annual report of the work of the organization.
3. The Executive Director shall appoint all committees, temporary or permanent.
4. The Executive Director shall see all books, reports and certificates required by law are properly kept or filed.
5. The Executive Director shall be one of the officers who may sign the checks or drafts of the organization.
6. The Executive Director shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
C. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
1. The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
2. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
3. The Treasurer shall exercise all duties incident to the office of Treasurer.
D. The Executive Secretary shall keep the minutes and records of the organization in appropriate books.
1. It shall be the Executive Secretary's duty to file any certificate required by any statute, federal or state.
2. The Executive Secretary shall give and serve all notices to members of this organization.
3. The Executive Secretary shall be the official custodian of the records and seal of this organization.
4. The Executive Secretary may be one of the officers required to sign the checks and drafts of the organization.
5. The Executive Secretary shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
6. The Executive Secretary shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.
7. The Executive Secretary shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
E. Members At Large: Duties and responsibilities of Members At Large shall be appointed by the Board.
F. Officers shall by virtue of their office be members of the Board of Directors.
G. No officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX - SALARIES
A. The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X - COMMITTEES
A. All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
B. The permanent committees shall be:
i. Park Advisory Committees: There will be one Park Advisory Committee (PAC) for each park The PAC's shall be made up of users of the Parks interested in overseeing the day-to-day operations of the Parks and assisting in the planning of long-term improvements to the off-leash areas.
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 the committee shall be appointed the Chairperson of the Park Advisory Committee. 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.
5. Members of the PAC shall be selected at a joint Board of Directors/Park Advisory Committee meeting to be held the second week of January and second weekof July of each year.
6. The Park Advisory Committee shall establish Subcommittees to carry out the operations of the Park. One member of the PAC shall be appointed to oversee said subcommittees. If an existing member of the PAC does not volunteer then the Committee shall find another interested party to oversee the subcommittee. This person will become a member of the PAC.
C. Other committees shall be established by the Board of Directors upon the formation/planning of other official off-leash areas.
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 of Directors.
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 based on dog park registration fees and shall be paid before at any time during the membership year.
ARTICLE XIII - AMENDMENTS
A. These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than fifty (50%) percent of the members of the Board of Directors.
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.