The MHDRA is governed by its Board of Directors in accordance with its By-Laws.
ARTICLE I
Section 1. Eligibility
All persons eighteen years of age or older shall be eligible for membership. While membership is not conditioned upon residence, the Association’s primary purpose is to serve the needs of dog owners who reside within the boundaries of New York Community Board #2.
Section 2. Dues
Membership dues shall be paid annually in an amount and at such times as shall be determined by the Board of Directors. The Association’s fiscal year shall begin on the first day of January and shall end on the last day of December.
The Board of Directors shall send applications for membership renewal and notices of dues payable for the coming year to the members at least thirty days prior to the Association’s annual meeting. No member may vote at any Association meeting whose dues have not been paid as of the date of such meeting.
Section 3. Election to Membership
Each applicant for membership shall submit an application on a form approved by the Board of Directors. Accompanying the application, the applicant shall submit verification that the applicant’s dog(s) have received current Rabies and Distemper inoculations. (In addition, Parvo and heartworm medication is strongly recommended.)
All applications are to be filed with the Secretary. Failure to submit the required information will constitute grounds for rejection of an application.
Section 4. Termination of Membership
Members may be terminated:
(a) By Resignation.
Any member in good standing may resign from the Association upon written notice to the Board of Directors. Resigning members shall not receive any refund of dues paid.
(b) By Non-Renewal.
A membership which is not renewed shall be terminated. The Board of Directors may, in its sole discretion, grant a renewal extension to any member in cases of merit.
(c) By Expulsion.
A membership may be terminated by expulsion as provided in Article VI of these By-Laws.
ARTICLE II
Section 1. Association Meetings.
Meetings of the Association shall be held annually, in New York City, at such place, date and hour as may be designated by the Board of Directors. Written notice of each such meeting, stating the place, date and hour of the meeting, shall be given by or at the direction of the Board of Directors to each member entitled to vote, at least ten but not more than forty days prior to the date of the meeting. The quorum for such meetings shall be 10% of the members in good standing.
Section 2. Special Association Meetings
Special Association meetings may be called by the President, or by a majority vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board of Directors, and shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Association who are in good standing. Such special meetings shall [by] be held in the City of New York at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Notice of such a meeting shall be made by or at the direction of the Board of Directors at least 5 days and not more than 15 days prior to the date of the meeting, and such notice shall state the purpose of the meeting, and no other Association business may be transacted at such special meeting. The quorum for such a meeting shall be 10% of the members in good standing.
Section 3. Board Meetings
Meetings of the Board of Directors shall be held in the City of New York (or in any other place unanimously agreed upon by the members of the Board of Directors), at such date, hour and place as may be designated by the Board of Directors. Notice of each such meeting shall be made by the Secretary at least 3 days but not more than 30 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the members of the Board of Directors.
Section 4. Special Board Meetings
Special meetings of the Board of Directors may be called by the President or by any three members of the Board of Directors, and shall be called by the Secretary upon the written request of at least three members of the Board of Directors. Such special meetings shall be held in the City of New York (or in any other place unanimously agreed upon by the members of the Board of Directors) at such place, date, and hour as may be designated by the persons authorized herein to call such meeting. Notice of such meeting shall be made by the Secretary at least twenty-four hours prior to the date of the meeting. No other Association business shall be transacted at such special meeting. A quorum for such a meeting shall be a majority of the Board of Directors.
Section 5. Voting
Each member in good standing whose dues are paid for the current year shall be entitled to one vote per household at any meeting of the Association at which he or she is present. Proxy voting will be permitted at any Association meeting or election provided a properly executed and notarized proxy is submitted at or prior to such meeting or election.
Section 6. Minutes
The minutes of all meetings of the Association shall be made available to all members in good standing upon written request.
ARTICLE III DIRECTORS AND OFFICERS
Section 1. Board of Directors
The Board of Directors shall be comprised of the President, Vice President, Secretary, Treasurer and five other persons all of whom shall be members in good standing. The President, Vice President, Secretary, Treasurer and five members of the Board of Directors shall be elected for two-year terms at the Association’s annual meeting as provided in Article IV and shall serve until their successors are elected. All members of the Board of Directors may succeed themselves in office. General management of the Association’s affairs shall be entrusted to the Board of Directors.
Section 2. Officers
The Association’s officers, consisting of the President, Vice President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Association and its meetings and the Board of Directors and its meetings.
a) The President shall have the duties and powers normally appurtenant to the office of the President
b) The Vice President shall have the duties and exercise the power of the President in case of the President’s death, absence or incapacity and shall be in charge of all committee appointments and functions.
c) The Secretary shall keep a record of all meetings of the Association and the Board of Directors and of all matters of which a record shall be ordered by the Association. He/she shall have charge of the correspondence, notify members of meetings, notify officers and directors of their election to office, keep a roll of the members of the Association with their addresses, and carry out such duties as are prescribed in these By-Laws.
d) The Treasurer shall collect and receive all money due or belonging to the Association, and shall keep books and records of all such transactions. He/she shall deposit the same in a bank designated by the Board of Directors, in the name of the Association. Books and records shall at all times be open to inspection by the Board of Directors and he/she shall report to them at every meeting the condition of the Association’s finances and every item of receipt or payment not before reported, and at the annual meeting he/she shall render an account of all monies received and expended during the previous fiscal year. The Treasurer has discretionary power to make withdrawals up to the amount of $100.00. Withdrawals above $100.00 require a majority vote by the Board of Directors which vote does not have to be obtained at a meeting. The Treasurer, along with another officer, must co-sign all withdrawals. Limits on withdrawals can be changed by a majority vote of the Board of Directors.
e) An independent auditor shall be appointed by the Board of Directors to conduct the annual audit of the Association’s financial records and to provide the results of such audit within thirty days of the end of each fiscal year.
f) The Board of Directors may delegate its clerical functions to non-directors, but only to members of the Association. The Board of Directors may also, with the consent of the Secretary, delegate the functions of the Secretary to other members of the Board of Directors.
Section 3. Vacancies
Any vacancy occurring on the Board of Directors or among the officers during the year shall be filled until the next election by a majority vote of all then members of the Board of Directors 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 the President shall be filled automatically by the Vice President and the resulting vacancy in the office of the Vice President shall be filled by the Board of Directors.
Section 4. Absences
Any member of the Board of Directors missing three consecutive meetings may be replaced by a majority vote of the Board of Directors as set forth in Section 3.
ARTICLE IV THE ASSOCIATION YEAR, ANNUAL MEETING, ELECTIONS
Section 1. Association Year
The Association’s fiscal year shall begin on the 1st day of January and end on the 31th day of December. The Association’s official year shall begin immediately at the conclusion of the annual meeting and shall continue through the next annual meeting.
Section 2. Annual Meeting
The annual meeting shall be held in March of each year. In an election year, newly elected officers shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 2 weeks after the election.
Section 3. Elections
The nominated candidate receiving the greatest number of votes for each office shall be elected. The five nominated candidates for other positions on the Board of Directors who receive the greatest number of votes for such positions shall be declared elected.
Section 4. Nominations
No person may be a candidate in an Association election who has not been nominated. During the month of January, the Board of Directors shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board of Directors. The Secretary shall immediately notify the committee people and alternates of their selection. The Board of Directors shall name a Chairperson for the Committee and it shall be his or her duty to call a committee meeting which shall be held on or before February 1.
a) The Committee shall nominate one candidate for each office and five candidates for the other positions on the Board of Directors by February 15, 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 before March 1 notify the membership of the candidates so nominated.
c) Nominations may be made by any member at least two weeks prior to the annual meeting, provided that the person so nominated does not decline when his or her name is proposed, and provided the nomination is endorsed by two other members in good standing. Such nominations shall be delivered to the Secretary in writing, who in turn, shall notify the membership. No person may be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from those members who have not accepted a nomination from the Nominating Committee.
d) Nominations cannot be made at the annual meeting or in any other manner other than as provided in this Section.
ARTICLE V COMMITTEES
Section 1
The Board of Directors may appoint standing committees to advance the work of the Association. Such committees shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board of Directors to aid it on particular projects. The Vice President shall be in charge of all committee functions.
Section 2
Any committee appointment may be terminated by a majority vote of the Board of Directors upon notification to the appointee; and the Board of Directors may appoint successors to those persons whose services have been terminated.
ARTICLE VI DISCIPLINE
Section 1. Charges
Any member may prefer written charges against a member for alleged misconduct prejudicial to the best interests of the Association. These charges shall be sent to the Secretary and presented, in written form, at the next meeting of the Board of Directors. The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Association. If the Board of Directors considers that the charges do not allege conduct which would be prejudicial to the best interests of the Association it may refuse to entertain jurisdiction. If the Board of Directors entertains jurisdiction of the charges it shall set a date for a hearing by the Board of Directors not less than 1 week nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered or certified mail or by hand delivery, together with a notice of the hearing and an assurance that he/she may personally appear in his/her own defense and bring witnesses if he/she wishes. At the time a written complaint is read to the Board of Directors and it has been determined that the charges warrant a hearing, if the board thinks the dog in question is imminently dangerous to other dogs or their owners, then in the time period between the complaint and the outcome of the hearing, a limit may be placed on the dog’s use of the run (i.e., not during heavily used hours, not with puppies, etc.). The board may also reserve the right to suspend that dog’s use of the run until the hearing has taken place.
Section 2. Board Hearing
The Board of Directors shall have complete authority to decide whether counsel 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 of Directors may by a majority vote of those present suspend the defendant from all privileges of the Association for a determinable period or expel the defendant from the Association as the Board of Directors deems to be in the best interests of the Association. A complainant who is a member of the Board of Directors shall be recused from the Board’s consideration of the charges and shall not be entitled to vote. Immediately after the Board of Directors 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.
Section 3. Expulsion
Expulsion of a member of the Association may be accomplished only after a Board of Directors hearing and upon the Board’s recommendation as provided in Section 2 of this Article. The Board of Directors shall vote by secret written ballot on the proposed expulsion.
ARTICLE VII AMENDMENTS
Section 1.
Amendments to the Certificate of Incorporation 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. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board of Directors by the Secretary for a vote within one month of the date when the petition was received by the Secretary.
Section 2.
The Certificate of Incorporation and By-Laws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of meeting and posted or mailed to each member in good standing at least two weeks prior to the date of the meeting, and by a 2/3 vote of the then members of the Board of Directors.
ORDER OF BUSINESS
Section 1.
At meetings of the Association, the order of business, so far as the character and nature of the meeting shall permit, shall be as follows:
Roll Call – Minutes of last meeting – Report of President – Report of Secretary – Report of Treasurer – Report of Committees – Election of Officers and Board of Directors (at election meeting) – Election of new members – Unfinished business – New business – Adjournment.
Section 2.
At meetings of the Board of Directors, the order of business unless otherwise directed by a majority vote of those present shall be as follows: Minutes of last meeting – Report of Secretary – Report of Treasurer – Report of Committees – Election of new members – Unfinished business – New business – Adjournment.
