By-Laws

Amended and Restated Bylaws
of
The Mercer Houston Dog Run Association, Inc. (the “Corporation”)
Effective May 21, 2026

ARTICLE I
MEMBERS

Section 1. Membership Eligibility

Adult dog owners aged eighteen years of age or older may apply for membership with the Corporation. Membership to the Corporation shall be determined in the sole discretion of the Board of Directors of the Corporation (the “Board of Directors”). Each membership application shall require a submitted application on a form approved by the Board of Directors, which shall include verification that the applicant’s dog(s) has received all vaccinations as required by the Board of Directors and as may be posted on the Corporation’s website (as such requirements may be updated from time to time). Failure to submit the required information may constitute grounds for rejection of a membership application. All membership applications shall be filed with the Secretary.

There shall be two categories of membership of the Corporation:

  1. If an applicant is approved for membership by the Board of Directors, each such approved member of the Corporation shall enjoy all rights and privileges of membership of the Corporation, including voting pursuant to Article I Section 7 and bringing approved household dog(s) to the dog run (each such individual, a “Member”, and such associated membership, the “Membership”). There shall only be one (1) Member per household.
  2. Any Member may, in his or her application, submit additional household member(s) for dog run membership privileges (each such individual, a “Run Member”, and such associated membership, the “Run Membership”). Run Membership shall be determined in the sole discretion of the Board of Directors. Each Run Member shall enjoy access to the dog run on the same terms as Members, but shall not enjoy any other rights of membership in the Corporation.

Section 2. Membership Dues

Membership dues shall be paid annually by each Member in an amount and at such times as shall be determined in the sole discretion of the Board of Directors, which, for the avoidance of doubt, may vary among Members.

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 (30) days prior to the date such renewal application and dues are to be determined due and payable.

Section 3. Classes of Membership

The Corporation shall have only one class of membership.

Section 4. Meetings

  1. The annual meeting of the Members to elect the Board of Directors and for the transaction of such other business as may come before the Members, shall be held in the spring of each year at the place (which may be held either within the State of New York or electronically, or both), date and time that shall be determined by the Board of Directors with at least ten (10) days’ advanced notice. Notice of the times and places of such meetings shall be provided by mail or by electronic mail.
  2. A special meetings of the Members (which may be held either within the State of New York or electronically, or both) shall be held whenever called by resolution of the Board of Directors or by a written demand to the Secretary of at least ten percent (10%) of the Members eligible to vote. The Secretary, upon receiving the written demand or resolution, shall promptly give notice of such meeting (which shall include the purpose for which it is called and the person or persons calling the meeting), or if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice of such meeting.

Section 5. Quorum; Adjournment of Meetings

At all meetings of the Members, ten percent (10%) of the Members eligible to vote present in person (or electronically, if such meeting is called electronically) shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person (or electronically, if such meeting is called electronically) shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

Section 6. Organization

The President of the Corporation shall preside at all meetings of the Members or, in the absence of the President, an acting President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the Members present may appoint any person to act as Secretary of the meeting.

Section 7. Voting

At any meeting of the Members, each Member present in person (or electronically, if such meeting is called electronically) and in good standing (i.e., such Member has completed all Membership requirements determined by the Board of Directors, such as paying Membership dues and attending the required orientation) of the Corporation shall be entitled to one (1) vote. Upon demand of any Member, any vote to elect the members of the Board of Directors or upon any question before the meeting shall be by ballot. For the avoidance of doubt, pursuant to Article I Section 1 hereto, there shall only be one (1) Member (and thus only one (1) Member may vote) per household and Run Members shall not be allowed to vote.

Section 8. Termination of Membership

Members may be terminated for any of the following reasons:

  1. by resignation. Any Member in good standing may resign from the Corporation upon written notice to the Board of Directors. Resigning members shall not receive any refund of dues paid.
  2. by non-renewal. Any Member who does not renew his or her membership with the Corporation shall be terminated. The Board of Directors may, in its sole discretion, grant a renewal extension and/or require a Member to reapply for a new membership in cases of merit and upon payment of annual dues pursuant to Article I Section 2.
  3. by expulsion. Any Member may be terminated by expulsion (or alternatively, suspended for a defined period of time) by a majority vote of the Board of Directors for any reason. Expelled or suspended members shall not receive any refund of dues paid.

Section 9. Special Actions Requiring Vote of Members

The following corporate actions may not be taken without approval of the Members (in each case, in accordance with the quorum requirements set forth in Article I Section 5 hereto):

  1. electing and appointing the members of the Board of Directors (each, a “Director” and, together, the “Directors”);
  2. a majority of the votes cast at a meeting of the Members is required for a petition for judicial dissolution;
  3. two-thirds (2/3) of the votes cast at a meeting of the Members is required for disposing of all or substantially all of the assets of the Corporation, approving a plan of merger, authorizing a plan of non-judicial dissolution, and revocation of a voluntary dissolution proceeding; provided, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum set forth in Article I Section 5 hereto;
  4. electing to convert the Corporation from its current Member-managed status to being non-Member-managed; and
  5. amendments to these Bylaws to the extent required pursuant to Article V.

ARTICLE II
BOARD OF DIRECTORS

Section 1. Powers and Duties.

The Board of Directors shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and in these Bylaws. The Board of Directors may:

  1. appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation;
  2. employ and discharge persons for the furtherance of the purposes of the Corporation; and
  3. exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these Bylaws.

The Board of Directors shall:

  1. at each annual meeting of the Members, present a financial report verified by the President and Treasurer, or a majority of the Board of Directors. The report shall be filed with the records of the Corporation and a copy or abstract thereof shall be entered in the minutes of the annual meeting of the Members; and
  2. select all officers for the Corporation and approve the members of any committee of the Board of Directors appointed by the President.

Section 2. Number and Qualification.

The number of the members of the Board of Directors shall be not less than three (3) and no more than ten (10). Each Director shall be at least eighteen (18) years of age. As of the date hereof, the Board of Directors shall consist of the President, Vice President, Secretary, Treasurer and five (5) other Members in good standing. The “entire Board of Directors” shall consist of the number of Directors that were elected as of the most recently held election of the Board of Directors.

Section 3. Election and Term of Office.

The Directors shall be elected by the Members in accordance with Article I Section 7. Each Member in good standing may nominate any Member (including himself or herself) to become a Director and a majority of those nominated shall constitute the Directors (for however many seats are vacant or up for nomination).

Each Director shall hold such office for a two (2)-year term; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting at which the election of the Board of Directors is in the regular order of business and until his or her successor is elected or appointed and qualified. Any vacancy on the Board of Directors arising at any time and for any reason (including to fill any vacancy pursuant to Article II, Section 2) may be filled at any meeting of the Board of Directors by a majority of the Directors then in office. Directors may be elected to any number of consecutive terms.

Section 4. 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, including teleconference), at such date and time as may be designated by the Board of Directors. Notice of each such meeting shall be made by the Secretary at least three (3) days prior to the date of such meeting.

Section 5. Special Board Meetings

Special meetings of the Board of Directors may be called by the President or by any three (3) 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, including teleconference) at such date and time as may be designated by the persons authorized in these Bylaws to call such meeting. Notice of such meeting shall be made by the Secretary at least twenty-four (24) hours prior to the date of the meeting.

Section 6. Quorum

The quorum for any meeting of the Board of Directors shall be a majority of the entire Board of Directors.

Section 7. Removal

Any Director may be removed at any time for cause by a majority vote of the Board of Directors then in office at a regular meeting or special meeting of the Board of Directors called for that purpose.

Section 8. Resignation

Any Director may resign from the Board of Directors at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board of Directors or the President. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.

Section 9. Voting

Except as otherwise provided by applicable law or these Bylaws, at any meeting of the Board of Directors at which a quorum is present, the affirmative vote of a majority of the Board of Directors present at the time of the vote shall be the act of the Board of Directors. If at any meeting of the Board of Directors there is less than a quorum present, the Board of Directors present may adjourn the meeting until a quorum is obtained. Any one or more Directors may participate in a meeting of the Board of Directors by means of telephone, video conference or similar communications equipment provided that all Directors participating in the meeting can hear each other at the same time and can participate in all relevant matters. The following acts of the Board of Directors require the affirmative vote of at least two thirds (2/3) of the entire Board of Directors:

  1. a purchase, sale, mortgage or lease of real property of the Corporation if the property constitutes all or substantially all of the assets of the Corporation;
  2. a sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation; or
  3. an alteration or amendment to these Bylaws or Certificate of Incorporation of the Corporation that would increase the quorum requirement or vote requirement to greater than a majority of the Board of Directors present at the time of the vote.

Section 10. Action by the Board

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and the written consents thereto by the Board of Directors shall be filed with the minutes of the proceedings of the Board of Directors.

Section 11. Compensation

No compensation of any kind shall be paid to any Director for the performance of his or her duties as a member of the Board of Directors. This shall in no way limit the reimbursement of reasonable expenses incurred in connection with board service.

Section 12. Absences

Any Director absent for three (3) or more consecutive meetings may be replaced with a new Director by a majority vote of the Board of Directors.

ARTICLE III
OFFICERS

Section 1. Officers

The Corporation’s officers shall be a President, Vice President, Secretary and Treasurer and any other such officers that the Board of Directors may from time to time appoint. The Corporation’s officers shall serve in their respective capacities both with regard to the Corporation and its meetings and the Board of Directors and its meetings.

Section 2. Election and Term of Office

The officers of the Corporation shall be elected by the Board of Directors for a two (2) year term at the annual meeting of the Board of Directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. The officers must be Members.

Section 3. Removal

Any officer of the Corporation may be removed with or without cause by a vote of the majority of the Board of Directors.

Section 4. Vacancy

In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.

Section 5. Powers and Duties

President: The President shall have the duties and powers normally appurtenant to the office of the President including the general supervision of the affairs of the Corporation and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board of Directors, unless the Board of Directors shall specifically require an additional signature. The President shall preside at all meetings of the Board of Directors.

Vice President: The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors. The Vice President shall exercise the power of the President in case of the President’s death, absence, resignation or incapacity.

Secretary: The Secretary shall keep a record of all meetings of the Corporation and the Board of Directors and of all matters of which a record shall be ordered by the Corporation. He or she shall be responsible for the giving and serving of all notices of the Corporation and shall keep a roll of the Members with their addresses, and carry out such duties as are prescribed in these Bylaws and shall perform such other duties as shall from time to time be assigned by the Board of Directors.

Treasurer: The Treasurer shall have such powers and duties as may be assigned to him or her by the Board of Directors, including overseeing the financial affairs of the Corporation and ensuring that accurate financial records are maintained and that all funds are properly deposited in accounts designated by the Board of Directors. He or she shall provide regular financial reports to the Board of Directors and participate in the preparation and verification of the annual financial report required by Section 519 of the New York Not-For-Profit Corporation Law.

ARTICLE IV
FISCAL YEAR

The Corporation’s fiscal year shall begin on the 1st day of January and end on the 31st day of December.

ARTICLE V
AMENDMENTS

Subject to Article II Section 9, any modification or amendment to the Certificate of Incorporation or Bylaws of the Corporation may be amended by a vote of the majority of the Directors present at a meeting of the Board of Directors; provided, that any amendment to Article I Section 9 shall require the vote of the Members in accordance with Article I Section 7.

ARTICLE VI
NON-DISCRIMINATION

In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by state or federal law.

ARTICLE VII
REFERENCE TO CERTIFICATE OF INCORPORATION

References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted by these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Bylaws shall govern.