Karl's Kids Program, Inc.

Karl’s Kids Program, Inc.
By-Laws

ARTICLE I PURPOSE

Section 1. The purpose of Karl’s Kids Program, Inc. (KsKs) is the education of children in various safety issues, to educate the public on child safety issues, to improve the bond of young owners and their companion dogs, and to assist in the breeding, training, and maintenance of working dogs to serve the community and its children. Hereinafter Karl’s Kids Program, Inc. shall also at times be referred to as the Corporation.

Section 2. Karl’s Kids Program, Inc. operates under the authority of its Executive Committee.

ARTICLE II MEMBERS

Section 1. Executive membership shall consist of all Officers and Directors of the Corporation.

Section 2. Active membership consists of all paid staff of the Corporation.

Section 3. General membership shall consist of registered Volunteers with the Corporation.

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

ARTICLE III GOVERNING BODY

Section 1. Governing Body—The Governing Body of the Corporation shall consist of all Officers and Directors of the Corporation. Hereinafter the Governing Body shall also at times be referred to as the Executive Committee.

Section 2. General Governance-- Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these By-Laws, the activities, property and affairs of the Corporation shall be managed by the Officers of the Executive Committee.

ARTICLE IV OFFICERS AND DIRECTORS

Section 1. President, Executive Vice-President, Executive Secretary, and Chief Financial Officer are the positions of office within the Corporation. Hereinafter the Executive Committee Officers shall also at times be referred to as the Officers

(a) Nomination 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 Executive Committee. The President of the Corporation will abstain from voting during these original confirmation votes. Nominations for President will be made by the Executive Committee Officers and voted in by the majority of the Executive Committee. If the term of office for the President and any 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 Officers term except of that of the President will be for two years at which time a majority vote of The Executive Committee is needed to continue in office. The President of the Corporation 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 vote of The Executive Committee 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 Executive Committee Officers -- Any Officer may resign at any time by giving notice thereof in writing to the President of the Executive Committee. 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 may constitute a resignation and a vote of the Executive Committee Officers is necessary to reject such a resignation.

(e) Vacancies -- In the event of any vacancy occurring of an Executive Committee 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.

Section 2. Executive Directors -- Hereinafter the Executive Directors shall also at times be referred to as the Board Directors.

(a) Nomination and Approval of Directors — Directors are nominated by the President and approved by majority vote of The Executive Committee. The President of the Corporation 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 two years at which time they are eligible for reappointment following the procedure as provided in these By-Laws Article IV, Section 2, part a.

(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 of the second year of which they are serving.

(d) Resignation of Executive Committee Directors -- Any Director may resign at any time by giving notice thereof in writing to the President of the Executive Committee. 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 may constitute a resignation and a vote of the Executive Committee is necessary to reject such a resignation.

(e) Removal of an Executive Committee Director – Any Director may be removed by majority vote of the Executive Committee Officers whenever in the judgment of the Officers the best interest of the Corporation would be served thereby.

(f) Vacancies -- In the event of any vacancy occurring of an Executive Committee Director 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 IV, Section 2, part a of these By-Laws.

Section 3. Duties of Officers –

(a) The President: The President shall act as Chairperson of the Executive Committee. As such, he or she shall:
• Preside at all meetings of the Executive Committee;
• 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 Policy;
• Serve as an ex-officio, non voting member of all Board Director committees;
• Represent the Corporation in official capacities as appropriate;
• Chair the Annual Meeting of the Membership.

(b) The Executive Vice President: At the request of the President, or in the absence or ability 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 Chief Financial Officer: The Chief Financial Officer will oversee and shall issue, or cause to be issued the financial statements of the Corporation. The Chief Financial Officer 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 EXECUTIVE COMMITTEE

Section 1. The Executive Committee —consists of all Corporation Officers and Directors.

Section 2. Powers of The Executive Committee —The Executive Committee may exercise all powers created hereunder and by properly approved policies set forth by the Executive Committee Officers by a majority vote of the Officers.

Section 3. Executive Committee Membership--

(a) Numbers and Qualifications — The Executive Committee shall consist of three to seven voting members, who shall be elected as provided in these bylaws.

(b) Terms of Appointment —As provided in these By-Laws Article IV. Exception is the founding members of the Executive Committee in which the term of office for Officers will be for four years in order to have a continuity for the formation of the Corporation. A member of The Executive Committee may serve more than one term when so appointed under Article IV above. Members of The Executive Committee will be expected to attend at least two-thirds (2/3) of scheduled meetings or contact an Officer 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) Additional Positions – Members of the executive Committee may hold additional positions in the Corporation.

ARTICLE VI MEETINGS

Section 1. Annual Meetings—The Annual Meeting of the Corporation 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 Corporation 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 Corporation.

(b) Annual Meetings are open to the Executive, Active, General, and Affiliate Membership of the Corporation.

(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 mailed to the address on file of each member of the Executive Committee at least fourteen (14) days before the meeting.

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

Section 2. Executive Meetings-- The Corporation shall hold an Executive 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 of the Corporation.

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

(b) Executive Meetings may be canceled at the discretion of the President.

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

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

Section 3. Board Meetings-- These meetings are at the discretion of the Officers of the Executive Committee at which all Officers and Directors will be invited to attend. These meetings will be set up and agenda planned by an Officer of the Corporation.

(a) Meeting Time and Location –
Board Meetings shall be held at a time and place of special designation as the Executive Board shall from time to time determine. Board Meetings may be called if two or more Executive Committee Officers deem a need to handle a Corporation matter in a timely manner.

(b) Quorum—At all Board Meetings, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, a quorum shall be required for the transaction of business and shall consist of not less than one half of the Executive Committee or total of members of The Executive Committee present plus those absent members by proxy. A majority of The Executive Committee 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.

(c) Voting-- Only members of the Executive Committee may vote. Matters for voting must be pre-approved by the President or by the Executive Vice-President and one other Officer. Majority of the votes is needed to pass. Email Actions, discussions and vote, is valid, provided that 1) all Executive Committee members have working email addresses; 2) a date and time for the final vote is specified; 3) the majority of sitting Executive Committee members respond by that time; 4) all members voting send their votes to the entire Executive Committee; 5) the final tally is verified by the Executive Program Director by telephone or in person.

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

Section 4. General Meetings—These meetings are at the discretion of the Executive Committee which all Officers and Directors will be invited. Affiliate members and Registered Volunteers will also be invited to attend. These meetings may be called by either the President, by the Executive Vice-President and one Director of the Corporation, or by three or more Directors of the Corporation.

(a) Meeting Time and Location – Meetings shall be held at a time and place of special designation as the Executive Board shall from time to time determine.

(b) Voting—Only members of the Executive Committee and Registered Volunteers may vote. Voting may occur at any meeting at which the President of the Corporation or a member of the Executive Committee and a Representative of the President is present. Policies and positions of the Program or Corporation are not voted on for approval at a General Meeting. Voting is only for a majority request to be submitted to various Officers or Directors of the Executive Committee, the Department Heads, and/or Operating Officers and Staff. A decision on these matters will be made by the appropriate individual(s) or areas of the Program. The results will then be reported back to interested parties. Voting is only by those present.

(c) Conduct of Meeting – Robert’s Rules of Order, Revised, shall govern the conduct of all 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— Executive Committee members shall not receive any compensation for their services as Executive Committee members of the Corporation. However, nothing herein shall be construed to preclude any Executive Committee member from providing service to the Corporation in another capacity and receiving reasonable compensation for such services. Salaries are approved by the Executive Committee Officers.

Section 3. Expenses—The Executive Committee and others approved from time to time by the Executive Committee may be reimbursed for their travel and other necessary business expenses, within such limit and according to such procedures as the Executive Committee may from time to time approve.

ARTICLE VIII BY-LAWS OF THE CORPORATION

Section 1. The By-Laws may have additions or corrections made by majority vote of the Executive Committee at an Executive Meeting that was called 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.