UPS'N DOWNS AGILITY CLUB Constitution & By-Laws December 1998

UPS'N DOWNS AGILITY CLUB Constitution & By-Laws December 1998 CONSTITUTION NAME AND OBJECTIVES The undersigned, a majority of whom are citizens of the United States, desire to form a Non-Profit Organization under the Exempt Organization Codes and Regulations of the Internal Revenue Service and the California Franchise Tax Board. SECTION I - The name of the organization shall be: (a) Ups 'N Downs Agility Club. (Hereafter referred to as the "Club") (b) This Club is not officially associated with any other recognized local, city or national organization. (c) This Club is established exclusively for charitable and education purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding sections California tax code or any future federal tax code. SECTION 2 - The objectives of the Club shall be: (a) To pursue an exempt taxable status under IRS Code Section 501 and California FTB Regulation 23701. (bj To promote and advance the education in human' and safe training methods of all dogs. (c) To offer to the public and members classes of instruction in competitive and recreational activities for dogs and their owners. (d) To protect the safety of owners and their dogs by encouraging sportsmanlike behavior at all Club or other organized events including, but not limited to, trials, matches and public demonstrations. SECTION 3 - The Club shall not be conducted or operated for profit and no part of the net earnings of the organization shall inure to the benefit, or be distributable to its members, off~cers or other private persons, except that the Club 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 Section 2 hereof. No substantial part of the activities of the Club sl~all be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the ~ublishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Club shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any state or 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 the corresponding section of any state of future federal tax code. Page 1 of 9

SECTION 4 - Any and all reference to "he, his, we or they" are meant concurrently in the singular. plural, female and male. SECTION 5 - The members of the Club shall adopt and may from time to time revise such By-Laws as may be required to cany out these objectives. BY-LAWS SECTION I - ELIGIBILITY ARTICLE I Membersbip SECTION 2 - DUES There shall be two types of membership. Adult membership shall be open to all persotis 18 years of age and older who ssbscrihe to the purpose of this Club. Junior membership shall be open to persons under 18 years of age. While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of participants and competitors in the County of San Diego, State (?f California. Membership dues shall be charged per Individual Adult membership, per Family membership (dual household), and per Junior membership, payable on or before June 30th, each year,,no member may vote whose dues are not paid for the current yeat. During the month of May the Treasurer shall notify each member or household of the status of his dues for the ensuing year. Members elected after the first day of January shall pay half the yearly dues plus the initiation fee. SECTION 3 - ELECTION TO MEMBERSHIP Each applicant for membership shall apply on a form as approved by the Board of Directors and which shail provide that the applicant agrees to abide by these Constitution and By-Laws. Each applicant must attend one General Meeting or complete one Club training class and shall be sponsored by two (2) members in good standing of the Club. The application shall state the name, address and telephone number of the applicant. Accompanying the application, the prospective member shall submit dues payment for the current year along with the initiation fee. All applications are to be filed with the Membership Chairman and each application is to be read at the next General Meeting. At that time the application will be voted upon and affirmative votes of the majority of the members present and voting at the meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the club may not reapply within six months after such rejection. Page 2 of 9

SECTION 4 - TERMINATION OF MEMBERSHIP 7 Membership may be terminated:' (a) By resignation. Any member in good standing may resign from the club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year, July 1. (b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year; however, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting. (c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these By-Laws.... SECTION 1 - CLUB MEETINGS ARTICLE II Meeting and Voting...?. Meetings of the club shall be held every other month, at such hour and place as may be designated by the Board of Directors. whiten notice of each meeting shall be mailed to each member or household at least fivkdays prior to the date of the meeting. Quorum for such meetings shall be 10% ofthe voting members in good, standing.. SECTION 2 - SPECIAL CLUB MEETINGS SECTION 3 - Special Club meetings may be called by the President, or by a majority vote of the voting members of the Board, who are present and voting at any regular or special meeting of the Board, and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held at such place, date, and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed to each member or household by the Secretary at least five days and not more than 15 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereafter. The quorum for such a meeting shall be 10% of the voting members in good standing. BOARD MEETINGS Meetings of the Board of Directors shall be held every other month at such hour and place as may be designated by the Board. The quorum for such a meeting shall be a majority of the Board. Any gathering of the Board that is less than a quorum shall not constitute a meeting and no business can be conducted. Page 3 of 9

- SECTION 4 - SPECIAL BOARD MEETINGS Special meetings of the Board may be called by the President, or shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. All available Board members must be contacted and at least five members must be able to attend the meeting. When contacted, the Board members shall be informed as to the purpose of the meeting and no other business shall be transacted thereat. SECTION 5 - VOTING Each Adult voting member in good standing, whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election. ARTICLE 111 Directors and Officers SECTION 1 - OFFICERS The general management of the Club's affairs shall be entrusted to a Board of eight (8) Directors, which shall include the five (5) Officers as described in this Section I herein. They shall be members in good standing, all of whom are elected to (I) year terms, except at the Club's annual meeting as provided in Article IV and shall serve until their successors are elected. The President shall not serve continuously for more than two full terms, all other Directors may serve an unlimited numberof terms. Members of the same household shall not be eligible to serve on the Board at the same time. The Club's officers are eleofed annually by the Board of Directors from within the Board at a Board Meeting held immediately after the annual meeting. (a) The President shall preside at all meetings of the club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these By-Laws. (b) The Vice-President shall have the duties and exercise the powers of the President in case of the President's absence, incapacity or death. (c) The Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall by ordered by the Club. Recording Secretary shall have charge of the correspondence, notify members of meetings, keep a roll of the members of the Club with their addresses, and carry out such othet duties as are prescribed in these By-Laws. The Recording Secretary may use the newsletter as a vehicle in sending notices, amendments, ballots, etc. providing the newsletter is sent by first class mail. The Recording Secretary shall provide the members with a current membership r,oster no later than August of each year. (d) The Corresponding Secretary shall be responsible for all correspondence from the public and to the general public, and all communications to the membership which does not originate for an official action of the Board of Directors. The Corresponding Secretary shall have available and shall present to the members of the Page 4 of 9

Board at each meeting, all pertinent communications addressed to himher or to any officer of the Club. (e) The offices of Recording Secretary and Corresponding Secretary may be held by the same person until such time as it is deemed necessary to divide the duties of each office. (f) The Treasurer shall maintain the financial records of the Club in accordance with Generally Accepted Accounting Principles (GAAP) and IRS or California FTB Code and Regulations regarding a non-profit organization. He shall collect and receive all moneys due or belonging to the Club and pay all expenses incurred by the Club. All receipts and disbursements will be through a financial institution designated by the Board, in the name of the Club. Disbursements over $100 will require the approval of one other designated Officer or Director. The financial records of the Club shall at all times be subject to the inspection of the Board. Any regular member may also inspect the financial records by submitting a written request to the Board. Such request will be responded to within 30 days after receipt. The treasurer shall report the Club's financial condition at the Board Meetings and General Meetings and present a fiscal year accounting of all moneys received and disbursed at the Annual Meeting. The Treasurer may be bonded at the discretion of the Board of Directors. An Audit Committee consisting of one Officer or Director, who is not the Treasurer, and two regular members shall be appointed by the Board no later than one month before the Annual Meeting. This committee,shall review the financial records of the Club and report their findings at the Annual Meeting. A Budget Committee consisting of the Treasurer, and so less than three other Directors, shall prepare an annual budget and submit it to the Board and regular membership for approval at the Annual Meeting. SECTION 2 - VACANCIES Any vacancies occurring on the Board during the year shall be filled, until the next annual election, by a majority vote of all the remaining members of the Board at its first regular meeting following the creation of such vacancy or at a Special Board Meeting called for that purpose, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board. SECTION I - CLUB YEAR ARTICLE IV The Club Year, Annual Meeting, Elections The Club's fiscal year shall begin on the first day of July and end on the last day of June. The Club's official year shall begin immediately at the conclusion of the election at the Annual Meeting and shall continue through the election at the next Annual Meeting. Page 5 of 9

SECTION 2 - ANNUAL MEETING The Annual Meeting shall be held in the month of June at which all Directors for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 3 of this Article. SECTION 3 - NOMINATIONS SECTION 4 - ELECTIONS No person may be a candidate in a Club election who has not been nominated. At the March Board Meeting, the Board shall select a Nominating Committee consisting of three members, not more than one of whom shall be a Board member. The Board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting which shail be held before the April General Meeting. A quorum for the Nominating Committee shall be no less than three. (a) The Commi;tee shali nomirlate one or more candidates for each of the positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing. (b) Upon receipt of the Nominating Committee's report, the Secretary shall notify each member or household in writing before the May General Meeting of the candidates so nominated. (c) Additional nominations may be made at the May General meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his nominator shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. Additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination from the Nominating Committee. (d) Nominations cannot be made at the Annual Meeting nor in any manner other than as provided in this Section. The candidates receiving the greatest number of votes shall be declared elected to the Board of Directors. They shall take office as of July 1st. Each retiring Director shall tun1 over to his successor all properties and records relating to that position within 30 days after the election. SECTION I - APPOINTMENTS ARTICLE V Committees The Board may, each year appoint standing committees to advance the work of the Club in such matters as trials and matches, trophies, annual prizes, membership and othe~ fields which may well be served by committees. Such committees shall always be Page 6 of 9

subjected to the final authority of the Board. Special Committees may also be appointed by the Board for particular projects. SECTION 2 - TERMINATION Any committee appointment may be terminated by a majority of the Board upon written notice to the appointee. The Board may appoint successor(s) to those persons whose services have been terminated. ARTICLE VI' Discipline SECTION 1 - CHARGES Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $20.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club. If the Board considers that charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date for a hearing by the Board not less than three weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes. SECTION 2 - BOARD HEARINGS SECTION 3 - EXPULSION The Board shall have complete authority to decide whether council may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Club meeting which considers the Board's recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board's decision and penalty, if any. Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Page 7 of 9

Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The meeting shall then vote by secret, written ballot on the proposed expulsion. A 213 vote of the members in good standing present and voting at the meeting shall. be necessary for expulsion. If expulsion is not voted, the Board's suspension shall stand.. SECTION I - AMENDMENTS SECTION 2 - VOTING ARTICLE W Amendments Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent of the membership in good standing. Awendmei~ts pronosed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary. The Constitution and By-Laws may be amended by a 213 vote of the members in good standing present and voting at any regular or special meeting called for that purpose, provided amendments have been included in the notice of the meeting and mailed to each member or household at least fivedays prior to the date of the meeting. SECTION 1 - DISSOLUTION ARTICLE MI1 Dissolution The Club may be dissolved at any time by the written consent of not less than 213 of the members. In the event of the dissolution of the club whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club. After payment of all debts of the Club, all remaining assets and property of the Club shall be given to a charitable organization that benefits dogs selected by the Board of Directors. ARTICLE M Parliamentary Authority The rules contained in the latest edition of Robert's Rules of Order, Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the Constitution and By-Laws of the organization. Page 8 of 9

SECTION I - CLUB MEETINGS ARTICLE X Order of Business At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows: Roll Call * Minutes of Last Meeting * Report of President * Report of Secretaly * Report of Treasurer * Report of Committees * Election of Board of Directors and approval of annual budget (at Annual meeting) Introduction of Pending Members Unfinished Business * New Business * Appointment of Committees * Adjournment SECTION 2 - BOARD MEETINGS At meetings of the Board, the ~rder of business, unless otherwise directed by majority vote of those present, shall be as follows: Roll Call * Minutes of Last Meeting * Report of President * Report of Secretaly * Report of Treasurer Report of Committees * Election of New Members Unfinished Business *New Business * Adjournment Certification of Constitution and By-Laws We hereby certify that the foregoing Constitution and By-Laws consisting of nine (9) pages titute the By-Laws of the Ups 'N Downs AgiIity Club adopted by its Board 19 Date: J /&']a) Date I /2 Date: '1 27/00 Page 9 of 9