The 2022 Board of Directors are happy to announce that all bylaw changes proposed by the membership passed at the conclusion of voting on September 10, 2022. Each of the 7 proposed changes passed with 2/3 majority. Below we have included a new copy of the bylaws and attached an explanation of the changes from our previous bylaws. These amendments were adopted on September 10, 2022 and are effective on the date of this notice to membership.
As always if you have any questions or concerns please don't hesitate to reach out to us at firstname.lastname@example.org.
These Bylaws may refer to the corporation as SEA-PAH.
The purposes of Seattle Pups and Handlers are to promote the human-pup lifestyle; to organize social activities for its members; to educate its members and the public about human-pups and their handlers; and to raise funds for local charities and the wider human-pup community.
Section A. Members
- Inclusion: SEA-PAH shall not discriminate on the basis or perception of; gender, gender expression, gender identity, sexual orientation, the presence of any sensory, mental, or physical disability, race, color, creed, national origin, religion, or military status.
- Definition: a member is an individual 18 years of age or older who has completed and submitted an official membership application and paid dues.
Section B. Dues.
- Eligibility and Procedure. A General Member shall be individuals 21 years of age or older. Any person eligible for membership shall become a General Member by completing and submitting an official membership application and paying dues.
- Dues. A General Member shall pay dues annually for a membership length of one year. The amount, terms, and method shall be determined by the Board of Directors.
- Change of Status. If a member has not paid dues by the time their membership expires, the member shall be automatically dropped from membership in SEA-PAH.
Section C. Associate Member.
- Eligibility and Procedure. An Associate Member shall be a person between the ages of 18 through 20 years old. Any person eligible for membership shall become an associate member by completing and submitting an official application and paying dues. An associate member does not have full club benefits but is afforded certain benefits as assigned by the board.
- Dues. An Associate Member shall pay dues once upon submitting an official application. The amount, terms, and method shall be determined by the Board of Directors.
- Change of Status. An associate members membership will automatically end on their 21st birthday. If they wish to continue membership with SEA-PAH they must apply to be a general member.
Section A. Officers. The officers of SEA-PAH shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section B. Qualifications. The officers shall be Directors.
Section C. Duties.
- General Duties. Officers shall perform the duties prescribed in this section, elsewhere in these bylaws, the standing rules, and the parliamentary authority, or as directed by the members or the Board of Directors.
- President. The President shall:
- preside over the meetings of the members and Board of Directors; and
- speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors.
- Vice-President. The Vice-President shall:
- perform the duties of the President in the absence of the President;
- speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors.
- Secretary. The Secretary shall:
- keep a record of all meetings of the members and Board of Directors; and
- keep the official records of SEA-PAH
- Treasurer. The Treasurer shall:
- maintain the books of accounts;
- receive and disburse all funds of SEA-PAH;
- maintain all records of income and expenditures; and
- file all necessary paperwork with government agencies.
Section D. Election. The officers shall be elected by the Board of Directors at the first meeting of the Board of Directors after the annual meeting. Elections for officers shall be by ballot for any office with more than one nominee.
Section E. Term. The officers shall serve for one year or until their successors are elected, and their term of office shall begin at the close of the meeting at which they are elected.
Section F. Limitations. No member may hold more than one office at a time.
Section G. Vacancies.
- President. In the event of a vacancy in the office of President, the Vice-President shall become President for the unexpired term.
- Early Vacancy. A vacancy in any office except President which occurs during the first three months of the officer’s term shall be filled by the member who received the next highest number of votes for that office during the most recent election. If more than one member received the next highest number of votes, the Board of Directors shall choose from among those members.
- Later Vacancy. A vacancy in any office except President which occurs after the first three months of the officer’s term or in which there are no more members who received votes for that office during the most recent election shall be filled by a member elected by the Board of Directors.
Section H. Removal. Officers may be removed from office by a two-thirds vote of the entire Board of Directors.
Section A. Annual Meeting. An annual meeting of the members shall be held in January. The date, time, and location of the annual meeting shall be determined by the Board of Directors. The annual meeting shall be for the purposes of electing the Directors, receiving reports from the officers and Board of Directors, and for any other business that may arise.
Section B. Special Meetings. Special meetings of the members may be called by the President or the Board of Directors and shall be called upon the written request of five percent of the members. The purpose of the special meeting shall be stated in the meeting notice.
Section C. Notice. The Secretary shall send a notice of the annual meeting or any special meeting to the members between ten and fifty days before the date of the meeting. The notice shall include the date, time, and location of the meeting.
Section D. Quorum. Ten percent of the members of SEA-PAH shall constitute a quorum.
Section E. Location. Meetings may take place in person or remotely as dictated by the Board of Directors.
Section F. Remote Participation. When provided for by the Board of Directors, meetings of the members held by remote communication should allow participation to the greatest practical extent. Members may not vote by proxy.
Board of Directors
Section A. Board Composition. The Board of Directors shall be composed of nine Directors.
Section B. Board Powers. The Board of Directors shall have full power and authority over the affairs of SEA-PAH, except that the Board of Directors may not alter any decision of the members.
Section C. Qualifications. The Directors shall be members of SEA-PAH.
Section D. Term. The Directors shall be elected for a term of two years or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected.
Section E. Vacancies.
- Early Vacancies. A director vacancy which occurs within the first three months after the annual meeting shall be filled by the individual who received the next highest number of votes for a director position during the previous election.
- Later Vacancies. A vacancy in the Board of Directors which occurs later than three months after the annual meeting may be filled by a vote of a majority of those present at a meeting of the Board of Directors even if less than a quorum is present. Upon election to fill the vacancy, the Director shall serve for the unexpired term.
Section F. Removal. A Director may be removed by either a two-thirds vote of the members or a vote of two thirds of the entire Board of Directors, provided that notice of intent to remove that Director has been given to the members or Board of Directors, respectively.
Section G. Meetings.
- Post-Annual Meeting. The Board of Directors shall meet within ten days after the adjournment of the annual meeting for the purpose of electing the officers and for any other business.
- Regular. Regular meetings of the Board of Directors shall be held quarterly or more frequently. The Board of Directors may determine the date, time, and location of regular meetings. Notice shall be sent at least three days before a regular meeting.
- Special. Special meetings of the Board of Directors may be called by the President and shall be called upon the written request of three Directors. The purpose of the special meeting shall be stated in the meeting notice, which shall be sent at least three days before the meeting.
Section H. Quorum. A majority of the Directors shall constitute a quorum for meetings of the Board of Directors, provided that in no case shall the quorum be less than three Directors.
Section I. Voting. At a meeting of the Board of Directors, a vote of a majority of those present shall be required to adopt any main motion or resolution, or to elect or appoint, unless a greater number is required by these bylaws, special rules of order, or the parliamentary authority.
Section J. Teleconference. Directors may participate in meetings of the Board of Directors using a conference telephone or similar communication equipment so that everyone participating in the meeting can hear each other at the same time. Participating in this manner shall constitute presence in person at the meeting.
Section K. Nonmembers. Members of SEA-PAH who are not Directors have the right to attend meetings of the Board of Directors in person except when in executive session.
Nominations and Elections
Section A. Election Committee.
- Composition. An Election Committee of three members shall be appointed by the Board of Directors no later than September 30. The President shall not be a member of the Election Committee. No member of the Election Committee shall be a nominee for the Board of Directors. Members of the Election Committee shall not be eligible for election to the Board of Directors.
- Duties. The Election Committee shall:
- solicit nominations for the Board of Directors;
- place on the ballot all qualified nominees who consent to serve;
- conduct the election;
- count the ballots;
- report the vote counts at the annual meeting; and
- perform any other duties specified in the standing rules or as directed by the Board of Directors.
Section B. Nominations and Election.
- Nominations. Nominations for the Board of Directors shall be submitted to the Election Committee no later than November 30.
- Method of Voting. The election of Directors shall be conducted by mail or electronic transmission.
- Duration of Voting. The polls shall be opened at least twenty-one days prior to the annual meeting, and they shall close when the annual meeting begins.
- Plurality Vote. Election of Directors shall be by plurality vote. Cumulative voting shall not be used for the election of Directors.
- Repeated Balloting. Any repeated balloting shall be done during the annual meeting.
Section A. Budget Committee. A Budget Committee shall be appointed by the Board of Directors no later than October 31. The duty of the committee shall be to recommend no later than November 30 a budget for the next fiscal year.
Section B. Audit Committee. An Audit Committee shall be appointed by the Board of Directors annually and whenever there is a change in Treasurer. The Treasurer shall not be a member of the Audit Committee. The duties of the committee shall be to audit the Treasurer’s accounts and to report to the Board of Directors.
Section C. Election Committee. An Election Committee shall be appointed and shall have the duties described in Article VII, Section A.
Section D. Other Committees. Other committees, standing or special, may be created by the Board of Directors. A committee that will have the power to act on behalf of the Board of Directors may be created by a resolution adopted by a vote of a majority of the entire Board of Directors and shall include among its members at least two Directors; such resolution shall also describe the powers the committee is to have.
Section E. Appointment. The chairpersons and members of all committees shall be appointed by the Board of Directors unless this rule is suspended before their appointment.
Section F. President’s Ex-Officio Membership. The President shall be an ex-officio member of all committees except the Election Committee.
Notices and Voting
Section A. Notices.
- Electronic Notices. Any notice required to be delivered to a member or Director may be sent electronically, provided that the member or Director has consented to receive electronic notices and a record of that consent is kept by the Secretary. Consent to receive electronic notices may be revoked by the member or Director by sending a record to the Secretary and shall be revoked if two consecutive notices to that member or Director cannot be delivered.
- Other Notices. Notices for members or Directors who have not consented to electronic notices shall be sent by first-class mail.
Section B. Voting by Mail or Electronically.
- Used for Any Matter. The vote by the members on any main motion or resolution may be conducted by mail or electronic transmission.
- Eligible Voters. The current members in good standing at the time the ballots are mailed or the notice is sent shall be the eligible voters for a vote by mail or electronic transmission.
- Quorum. A quorum of the eligible voters, as described in Article V, Section D, shall be required to validate any vote by mail or electronic transmission.
- Voting Period. The initial deadline for returning ballots shall be between ten and fifty days from the date of mailing of ballots or sending notice of the vote. The deadline can be extended by the Board of Directors only when an insufficient number of ballots have been received to validate the vote.
Any disciplinary actions shall be conducted according to the rules in the parliamentary authority, except:
- if an investigating committee is appointed, it shall consist only of Directors and be appointed by the Board of Directors;
- the Board of Directors, rather than the members, shall conduct any necessary trial and determine the penalty;
- determination of guilt and imposition of a penalty shall require the vote of a majority of the entire Board of Directors, except that the penalty of expulsion shall require a vote by ballot of two thirds of the entire Board of Directors; and
- the penalty of expulsion may not be imposed during a meeting of the members.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised (the parliamentary authority) shall govern SEA-PAH in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order SEA-PAH may adopt, and any statutes applicable to SEA-PAH that do not authorize the provisions of these bylaws to take precedence.
These bylaws may be amended by the members by a two-thirds vote, provided that notice of the proposed amendment has been given to the members between ten and fifty days prior to the meeting at which the amendment will be considered. The final vote on the amendment shall be conducted by mail or electronically, as described in Article IX, Section B.
Changes Required by Law
If at any time, the bylaws are not in alignment with Washington State Law. The Board may unilaterally (without a vote of the membership) vote to update the bylaws to stay in compliance with Washington State Law.
Adopted October 19, 2013
Amended October 17, 2015
Amended August 12, 2017
Amended September 10, 202