Karl's Kids Program, Inc.

Karl’s Kids Program, Inc.
By-Laws (Amended 2009)

ARTICLE I Karl's Kids Program, Inc.
Karl's Kids Program, Inc. is an independent nonprofit allowing the Organization to be flexible to meet the changing needs of the many Program Projects and Activities.

Section 1. The Mission Statement
The mission of Karl's Kids Program, Inc. is to educate children on safety topics; to assist a child in having a good quality of life; and to promote family and community values through various means including but not limited to the natural bond between a child and an animal, primarily that of the dog.

Section 2. The Purpose of Karl's Kids Program, Inc.

(a) To promote education of children in various safety issues, to educate the public on child safety issues, to assist the community in the care of a child's basic needs, to promotes family values by encouraging participation by the whole family in various hobbies and appropriate activities, to encourage the family unit to become active in community projects dealing with health, safety, and education.

(b) To improve the bond of young owners and their companion dogs, to promote the education and assistance in the community on the care and training of the family pet, to work with groups in the community to foster and make available for adoption suitable animals for a family pet, and to assist in the breeding, training, and maintenance of working dogs to serve the community and its children.

(c) Karl's Kids Program, Inc. will to the best of its ability, be available to help plan, prepare, respond, and mitigate emergencies involving communities, families, children, and their animals.

ARTICLE II LEVELS OF ORGANIZATION PARTICIPATION

Section 1. Executive Level shall consist of all Officers and Directors of the Organization.

Section 2. Staff Level consists of all paid and volunteer staff of the Organization.

Section 3. Volunteer Level shall consist of registered Volunteers with the Organization.

Section 4. Affiliate Level shall consist of those individuals, businesses, or organizations involved with the Organization who have shown their commitment to the purposes of the Organization. These outside entities have expressed an interest in becoming closely involved with the Organization and have been given this position by the majority of the Organization Board of Directors.

ARTICLE III GOVERNING BODY

Section 1. Governing Body—The Governing Body of the Organization shall consist of all Officers and Directors of the Organization. The Governing Body shall also at times be referred to as the Board of Directors.

Section 2. General Governance-- Except as otherwise provided by law, the Certificate of Incorporation or most current approved Modified Version of Articles of Incorporation of the Corporation, the Corporation By-Laws, and Policies of the Corporation approved by the Board of Directors, will be the Governing Documents of the Corporation in the order listed. The Corporate activities, property, and affairs of the Organization shall be managed by the Board of Directors of the Corporation.

ARTICLE IV OFFICERS OF THE BOARD

Section 1. President, Executive Vice-President, Executive Secretary, and Treasurer are the positions of Executive Officers of the Board and will be hereinafter shall also at times be referred to as the Officers of the Board of Directors, the Executive Committee Officers, the Executive Committee, or the Officers.

The Immediate Past President of the Board of Directors will also have an honorary voting seat on the Board or Directors unless removed from Office because of misconduct. The Immediate Past President no longer has Officer status on the Board.

(a) Nomination and Approval of Officers -- All Officers except that of President are nominated by the President of the Corporation and then approved by a majority vote of the Board of Directors for their first term in a particular office. The President of the Corporation will abstain from voting during these original confirmation votes. Nominations for President will be made by a majority vote of the Board of Director Officers (nominating officers are the Vice President, the Secretary, and the Treasurer) and confirmed by the majority of the Board of Directors. If the term of office for the President and any other Officers need to be filled at concurrent times then the President will be chosen first. The incoming President will in turn make the nomination to fill any open Officer positions.

(b) Length of term -- An Officer's term except of that of the President will be for two years at which time a majority vote of the Board of Directors is needed to continue in office. The President of the Board of Directors will abstain from voting during reconfirmations except in the case of a tie vote. The President’s term will be for four years at the end of which time a majority reconfirmation of the Board of Directors is needed to continue in office.

(c) Determining length of term -- The term of office for all Officers except that of President will be considered to begin as of January 1 of the year the Officer was appointed and will end on December 31 of the second year of which Officer is serving. The term of office for the President will be considered to begin as of January 1 of the year the President was appointed and will end on December 31 of the fourth year of which the President is serving.

(d) Resignation of Board of Director Officers -- Any Officer may resign at any time by giving notice thereof in writing to the President of the Board of Directors. Such resignation shall take effect at the time specified by the President or by the terms of such resignation which ever comes first. Three unexcused absences of any regular or special meetings in one term of Office may constitute a resignation and a majority vote of the remaining Officers is necessary to reject such an automatic resignation. An excused absence may be granted by the President or any two other Officers.

(e) Vacancies -- In the event of any vacancy occurring of an Board of Director Officer by death, resignation, disqualifications, end of term, or otherwise, the remaining Officers shall continue to act; and such vacancy shall be filled by an appropriate candidate as described in Article IV, Section 1, part (a) of these By-Laws.

(f) Removal from Office -- Removal of any Officer because of just cause must be on the recommendation of the President and approval vote of three-fourths of the Board of Directors with the President's vote being accepted as one of the approval votes. If just cause for removal is brought against the President it must be through the recommendation of the Vice President and one other Officer of the Board with a approval vote of removal of three-fourths of the Board of Directors with both of those Officers' votes being accepted as approval votes for the removal.

Approval votes for removal of an Officer will be made verbally and at a Special Called Board of Directors Meeting at which all Board of Directors and Officers will be notified of intent before the meeting.
Procedure of Meeting:
1) Charges against the Officer will be read by presiding Officer of the meeting.
2) Officer under consideration of removal or Officer's designee will have an opportunity to speak on behalf of the Officer. Officer under consideration of removal may be excused from attending the meeting in full or in part at the request of this same Officer.
3) Any Board Member who wishes to speak on the topic will have the opportunity to address the issue.
4) The presiding Officer of the meeting will take a verbal roll call and vote of the Board. Votes may be made by Proxy.
5) In the case of a passing removal vote, the Board will decide if any additional action by the Board should be made including removing the Officer from a seat on the Board. If removal vote fails, then the Board will decide if any punitive actions other than removal should be undertaken by the Board.

Section 2. Duties of Officers –

(a) The President: The President shall act as Chief Executive and Chairperson of the Board of Directors. As such, he or she shall:
• Preside at all meetings of the Executive Committee or the full Board;
• Appoint Chairpersons of Ad Hoc Board Director committees;
• Assign to Ad Hoc Board Director committees such responsibilities as deemed fit, consistent with the Corporation By-Laws and Board approved Policy;
• Serve as an ex-officio, member of all Board Director committees;
• Represent the Corporation in official capacities as appropriate;
• Chair the Annual Meeting of the Corporation and any General or Special called meetings.

(b) The Executive Vice President: At the request of the President, or in the absence or long-term inability of the President, the Executive Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

(c) The Executive Secretary: The Executive Secretary shall issue, or cause to be issued or published, the notices of all meetings of the Board, when notices are required by law or by these By-Laws. The Executive Secretary, or staff designee, shall keep the minutes, and a full record of action taken or business transacted, of all meetings of the Board and the Annual Meetings.

(d) The Treasurer: The Treasurer of the Board will oversee and shall issue, or cause to be issued the financial statements of the Corporation. The Treasurer will see that all financial reports are completed in a timely matter and that all such reports are filed with the appropriate agencies.

ARTICLE V BOARD OF DIRECTORS

Section 1. The Board of Directors — consists of all Organization Officers, Organization Directors, the Executive Director of the Organization, and individuals invited to sit on the Board because of their area of expertise. The Board of Directors shall also be referred to as the Directors of the Board or the Directors.

All members of the Board of Directors have voting rights.

Members of the Board of Directors may hold additional positions in the Organization including that of paid Staff.

(a) Nomination and Approval of Directors — Directors are nominated by the President and approved by majority vote of the Board of Directors. The President of the Board of Directors will abstain from voting during confirmations except in the case of a tie vote.

(b) Length of term -- A Director’s term of office will be for one years at which time a majority vote of the Board of Directors is needed to continue on the Board for an additional term.

(c) Determining length of term -- For determining length of term, the terms of office for Directors will be considered to begin as of January 1 of the year they are appointed and will end on December 31.

(d) Resignation of Directors of the Board-- Any Director may resign at any time by giving notice thereof in writing to the President of the Board of Directors. Such resignation shall take effect at the time specified by the President or by the terms of such resignation which ever comes first. Three unexcused absences of any regular or special meetings in one term of serving on the Board may constitute a resignation. A majority vote of the Board of Directors is necessary to reject such an automatic resignation. An excused absence may be granted by the President or any two other Officers.

(e) Removal of a Director of the Board – Removal of any Director of the Board because of just cause must be on the recommendation of the President and approval vote of three-fourths of the Board of Directors with the President's vote being accepted as one of the approval votes.

Approval votes for removal of an Director of the Board will be made openly and at a Special Called Board of Directors Meeting at which all Board of Directors and Officers will be notified of intent before the meeting.
Procedure of Meeting:
1) Charges against the Director will be read by the President of the Board.
2) Director under consideration of removal will have an opportunity to speak on their own behalf.
3) Any Board Member who wishes to speak on the topic will have the opportunity to address the issue.
4) The President will take an open roll call and vote of the Board. Votes may be made by Proxy.
5) In the case of a passing removal vote, the Board will decide if any additional action by the Board should be made. If removal vote fails, then the Board will decide if any punative actions other than removal should be undertaken by the Board.

(f) Vacancies -- In the event of any vacancy occurring of a Director of the Board by death, resignation, disqualifications, end of term, or otherwise, the remaining Directors shall continue to act; and such vacancy shall be filled by an appropriate candidate as described in Article V, Section 1, part (a) of these By-Laws.

Section 2. Duties of The Board of Directors —The Board of Directors may exercise all governance powers as cited in Article III section 2 of these By-Laws.

(a) Numbers and Qualifications — The Board of Directors shall consist of three to fifteen voting members who shall be elected as provided in these By-Laws.

(b) Attendance at Meetings -- Members of the Board of Directors will be expected to attend all scheduled meetings or contact the President no later then 24 hours prior to the start of the meeting with a reason for their expected absence. Arrangements will be made at that time to enable the member to have an active voice in any policy making discussions or voting that is scheduled for policy making decisions.

(c) Committee Work -- Directors of the Board are expected to be active on a minimum of one Standing Committee.

ARTICLE VI MEETINGS

Section 1. Annual Meetings — The Annual Meeting of the Organization shall be held not more than eight (8) months following the end of each fiscal year, and will be scheduled by the President after consultation with The Executive Committee.

(a) The Annual Meetings of the Organization shall be held for the purpose of receiving the Annual Report, reviewing the past year, setting goals and priorities for the coming year, and conducting business of the Organization.

(b) Annual Meetings are open to the Executive, Staff, Volunteer, and Affiliate Membership of the Organization.

(c) Notice of Annual Meetings will be sent by email at least thirty (30) days before the meeting. Further notice of each Annual Meeting shall be made to each member of the Board of Directors at least fourteen (14) days before the meeting.

(d) Beginning in 2010, Annual Meetings will be held at an on-site location. Prior to 2010, the Annual Meeting may be held on-line through a process which will be explained with the thirty day notice.

(e) Conduct of Meeting – A Modified Consensus Model style shall govern the conduct of the meeting.

Section 2. Board of Director Meetings -- The Corporation shall hold a Board of Directors Meeting once a month to which all Officers and Directors are invited to attend. These meetings will be set up and agenda planned by the President and notice of meeting and agenda posted by the Secretary of the Organization. Meetings may be held via the Internet.

(a) The Executive Officers may meet in closed session for discussions of potentially sensitive matters that are not appropriate for full Board of Director meetings. The Executive Officers shall meet in closed executive session whenever a majority of the Executive Officers agree to this meeting. The Executive Officers shall not take formal action in these closed sessions. All formal actions of the Executive Officers shall be taken in open Board of Director Meetings.

(b) Board of Director Meetings may be canceled at the discretion of the President with sufficient cause.

(c) Voting-- Only members of the Board of Directors may vote. Matters for voting must be pre-approved by the President or majority of other Officers. Votes may be by proxy, written or otherwise. Majority of the votes is needed to pass any formal action of the by the Board of Directors.

(d) Conduct of Meeting – A Modified Consensus Model style shall govern the conduct of the meeting.

Section 3. Special Called Board Meetings — These meetings are at the discretion of the President, any two other Officers of the Board, or the majority of the Board of Directors at which all Officers and Directors will be invited to attend. Special Called Board Meetings are to handle Organization matters that are deemed of importance enough to stand alone or concerning an Organization concern that must be handled in an extra timely manner. These meetings will be set up and agenda planned by the individual(s) or group calling the Special Called Board Meeting.

(a) Meeting Time and Location –
Special Called Board Meetings shall be held at a time and place of designation as the Executive Officers determines.

(b) Quorum — At all Special Called Board Meetings, except as otherwise provided by law, the Certificate of Incorporation or most current approved Modified Version of Articles of Incorporation of the Corporation, updates in the Organization By-Laws, and Policies of the Organization approved by the Board of Directors, in the order listed, a quorum shall be required for the transaction of Organization business and shall consist of not less than a majority of the Board of Directors. Quorum may be reached by the total of members of the Board of Directors present plus absent members by proxy. Special Called Board Meetings without Quorum may be held for discussion purposes only, but a copy of detailed minutes must be submitted to the Secretary for publication to the whole Board of Directors. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than an announcement at the meeting of the time and place to which the meeting is adjourned. Meetings with a quorum should only be adjourned in special circumstances and those reasons must be later presented to the Board of Directors for discussion and a ruling of just cause.

(c) Voting-- Only members of the Board of Directors may vote. Matters for voting must be pre-approved by the President or by the Executive Vice President and one other Officer or by one Executive Officer and the majority of the Board. A majority vote by the whole Board of Directors is needed for any item to pass. Email votes are valid provided that 1) a date and time for the final vote is specified; 2) all members voting send their votes to the entire Board of Directors; and 3) the final tally is verified by the President of the Board by telephone or in person. In the absence of the President being able to verify the final email tally this may be done by the Vice President and one other Officer (not President), by an Officer (not President or Vice President) and a majority of the Board of Directors, in that order.

(d) Conduct of Meeting – A Modified Consensus Model style shall govern the conduct of the meeting.

Section 4. General Meetings — These meetings are at the discretion of the Executive Officers to which all Officers and Directors, Affiliate members, and Registered Volunteers will be invited to attend. A general notice for other interested parties wishing to attend will be posted on the Corporation Information Site of any upcoming General Meetings as soon as such information is available. These meetings may be called by either the President, by the Executive Vice President and one Board Director, or by a majority of the Board of Directors.

(a) Meeting Time and Location – Meetings shall be held at a time and place of special designation as the individual(s) or group who called the General Meeting shall determine.

(b) Rules of Meeting -- Agenda will be made available for all invited persons with any extra made available to other interested attendees. The floor will be open for discussion from time to time as deemed appropriate by presiding officer. Anyone wishing to speak must first have permission to take the floor from the presiding officer and all speakers will do so in an orderly manner as directed by the presiding officer. Time limits and the number of speakers may be put into place by the presiding officer. Anyone who is unable to speak the full time that they wished or is not given the floor may submit a written statement to the Board of Directors. Contact information can be obtained at the meeting.

(c) Voting — Only members of the Board of Directors and Registered Volunteers may vote at a General Meeting. Voting may occur at any meeting at which the President of the Board or a Representative of the President is present. Corporation Guidance is not voted on for approval at a General Meeting. Changes in Corporate Guidance issues may be requested for consideration by a majority vote. Voting on any such change is only for a request to be submitted to the Officers and other Directors of the Board. Non-guidance Items for the agenda must be submitted to the President of the Board for approval and in time for the Secretary to add them to a written agenda. Voting is only by those present.

(d) Conduct of Meeting – Robert’s Rules of Order, Revised, shall govern the conduct of meetings.

ARTICLE VII FINANCIAL MATTERS

Section 1. The fiscal year—The fiscal year of the corporation runs from January 1 through December 31.

Section 2. Salaries — Board of Director members shall not receive any compensation for their services for the Organization. However, nothing herein shall be construed to preclude any Board of Director member from providing service to the Organization in another capacity and receiving reasonable compensation for such services. Salaries for paid Staff must be approved by the Board of Directors.

Section 3. Expenses —The Board of Director members and others approved from time to time by the Board of Directors may be reimbursed for their travel or other necessary expenses, within such limit and according to such procedures as the Board of Directors may approve.

ARTICLE VIII CHANGES TO THE GOVERNANCE DOCUMENTS OF THE ORGANIZATION

Section 1. The By-Laws may have additions or corrections made by majority vote of the Board of Directors at a Special Called Board Meeting for this purpose. All members will receive a copy of the proposed additions or corrections before the meeting to have time to review before a vote is taken.

Section 2. The Articles of Incorporation may have additions or corrections made by majority vote of the Board of Directors at a Special Called Board Meeting for this purpose. All members will receive a copy of the proposed additions or corrections before the meeting to have time to review before a vote is taken.

Section 3. The Official Organization Policy Manual may have additions or corrections made by majority vote of the Board of Directors at a monthly Board of Directors Meeting. All members will receive a copy of the proposed additions or corrections before the meeting to have time to review before a vote is taken.