Walnut Creek Dog Owner's Group
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WALNUT CREEK DOG OWNERS’ GROUP, A NOT-FOR-PROFIT CORPORATION

Officers:

President: Joan McClure
Vice President: Monica Daigle-Kleisath
Secretary: Pam Cartago
Treasurer: Linda Herman

Board of Directors:
Nancy Carlin
Marianne Daniel
Bob Diskowski
Michael Martinez
Jessica Siegel

Past Presidents – Advisors to the Board:
Sandra Nakamura-Bush
Pamela Kan
Member-at-Large San Miguel Park – Allen Goodman
Newsletter Editor: Judy Hirobayashi

By-Laws

ARTICLE I - ORGANIZATION

1. The name of the organization shall be Walnut Creek Dog Owners’ Group (WCDog).

2. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE II - OBJECTIVES

The following are the objectives for which this organization has been organized:

  • To support the use of designated areas within the City of Walnut Creek as off-leash dog exercise areas.
  • To be advocates of responsible dog ownership.
  • To serve as a local educational resource on dog ownership
  • To advise the City of Walnut Creek’s Parks, Recreation and Open Space Commission on matters concerning the off-leash dog exercise area.
  • To collect and administer membership fees and other funds donated for the enhancement of the off-leash dog exercise area as well as responsible dog ownership.
  • This association shall not be conducted or operated for profit and no part of any profit or remainder of residue from dues or donations, to the Group, shall inure to the benefit of any member or individual.

    ARTICLE III - MEMBERSHIP

    Membership in this organization shall be open to all that complete a membership application form and pay annual dues.

    The Board of Directors shall set membership dues no later than July 1 of each year. Dues are payable on the first day of March of each year. No member may vote whose dues are unpaid for the current year. Prior to July 1, the Treasurer shall send to each member a statement of dues for the ensuing year. Dues may not be changed without 2/3 majority of the Board of Directors. New members joining after January 1 shall pay half the normal dues for the year.

    The annual dues are set at $20.00 per annum.

    Each applicant for membership shall apply on a form that contains name and address of applicant as well an email address.

    ARTICLE IV - MEETINGS

    The annual membership meeting of this organization shall be held in the month of June at which officers and Directors for the ensuing year shall be elected in accordance to Section 5 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.

    The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting. Email will be used for meeting notification if available.

    Regular meetings of this organization shall be held either in or near Walnut Creek, California.

    The presence of not less than twenty (20%) percent of the members at the actual meeting shall constitute a quorum and shall be necessary to conduct the business of this organization. A lesser percentage may adjourn the meeting for a period of not more than four weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

    The president may call special meetings of this organization when he/she deems it for the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten (10) 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 seventy-five (75%) percent of the members of the Board of Directors or thirty (30%) percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

    No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

    ARTICLE V - VOTING

    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.

    Before January 15 the Board shall elect three club members from the general membership who, with the two members elected by the general membership at the preceding annual meeting shall form the Nominating Committee. The Board shall name a chairman for the Committee and it shall be the duty of the chairperson to call a committee meeting; either in person or conference call. This initial meeting shall take place prior to February 28. The nominating committee is then required to have a proposed slate in place prior to April 30.

    Being a member of the Nominating Committee does not preclude a member from nomination by this committee. After securing the permission of each person nominated, the Nominating Committee shall immediately report the slate of nominees to the Secretary in writing.

    Upon receipt of the nominating committee report, the Secretary shall mail and email, before May 15, the slate of nominated Board members, including full name and address of each candidate, to each member of the group.

    Additional nominations of eligible members may be made by the request of any regular member, in writing, for a Board position provided he/she has a signed written Statement of Agreement from the proposed candidate stating he/she is a willing to serve in such capacity, if elected. This written nomination shall be signed by five additional regular members. The Board shall receive all written nominations no later than May 31 and immediately forward them to the Secretary.

    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.

    At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

    No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

    ARTICLE VI - ORDER OF BUSINESS

    1. Roll Call.
    2. Reading of the Minutes of the preceding meeting.
    3. Reports of Committees.
    4. Reports of Officers.
    5. Election of Officers and Board (Annual meeting only)
    6. Old and Unfinished Business.
    7. New Business.
    8. Adjournments.

    ARTICLE VII - BOARD OF DIRECTORS

    The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and five Directors.

    All the directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of one year.

    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 chairman after due notice to all the directors of such meeting.

    Sixty (60%) 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 within the first weeks of each Quarter.

    Each director shall have one vote and such voting may not be done by proxy.

    The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

    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 year.

    The President of the organization by virtue of his/her office shall be Chairman of the Board of Directors.

    A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. 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.

    ARTICLE VIII - OFFICERS

    President:

    S/He shall by virtue of his office be Chairman of the Board of Directors.

  • S/He shall present at each annual meeting of the organization an annual report of the work of the organization.
  • S/He shall appoint all committees, temporary or permanent.
  • S/He shall see all books, reports and certificates required by law are properly kept or filed.
  • S/He shall be one of the officers who may sign the checks or drafts of the organization.
  • S/He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

    Vice President:

    The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if s/he had been the duly elected president.

    Recording Secretary:

  • The Recording Secretary shall keep the minutes and records of the organization in appropriate books.
  • S/He will post the approved minutes of the meetings within 10 business days from the date of the meeting.
  • It shall be her/his duty to file any certificate required by any statute or regulation.
  • S/He shall be the official custodian of the records of this organization.
  • S/He may be one of the officers required to sign the checks and drafts of the organization.

    Corresponding Secretary:

  • The Corresponding Secretary shall have charge of all correspondence from and to the general public and all communication to the membership, which does not originate from the Board of Directors.
  • S/He shall present to the membership at any meetings any communication addressed to her/him as Secretary of the organization.
  • S/He shall submit to the Board of Directors any communications, which shall be addressed to her/him as Secretary of the organization.
  • S/He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
  • S/He will act as Recording Secretary in his/her absence.

    Treasurer:

  • 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:
  • S/He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $ 10,000. The balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state.
  • S/He 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.
  • S/He 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.
  • S/He shall exercise all duties incident to the office of Treasurer.

    Officers:

    Officers shall by virtue of their office be members of the Board of Directors.

    No officer shall for reason of his 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

    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

    The Board of Directors shall appoint all committees of this organization 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.

    The permanent committees shall be established at the discretion of the Board.

    ARTICLE XI – DISSOLUTION

    The Group may be dissolved at any time by the written consent of not less than 2/3of the voting members. In the event of the dissolution of the Group; other than for purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the property or assets of the Group shall be distributed to any member. After payment of the Group debt, its property and assets shall be given to a charitable organization for the benefit of dogs. The Board of Directors will select the organization.

    ARTICLE XII- AMENDMENTS

    These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than sixty (60%) percent of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member.

    Revised 8/10/2008