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SAN FRANCISCO DOG OWNERS GROUP, ALSO KNOWN AS SFDOG
A CALIFORNIA PUBLIC BENEFIT CORPORATION
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in San Francisco County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment of these
Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these
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SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without the State of
California, where it is qualified to do business, as its business may require and as the board of
directors may, from time to time, designate.
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be to engage in public education
about dogs and their place in society, education of dog owners in responsible dog-owning
practices, education of elected and appointed public officials about off-leash exercise as a
legitimate activity of San Francisco voters, and coordination of neighborhood organizations
involved in the promotion of responsible dog ownership and off-leash recreation.
ARTICLE 3 - DIRECTORS
SECTION 1. NUMBER 2
The corporation shall have eight directors and collectively they shall be known as the Board of Directors. Additional directors may be added by the Board, upon demonstration to the Board ofthe need for additional capacity, without amendment of this Bylaw.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any
limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles
of Incorporation of this corporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these
Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and
employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation. Directors may not be compensated for rendering
services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section,
"interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within
the previous twelve (12) months, whether as a full- or part-time officer or other employee,
independent contractor, or otherwise, excluding any reasonable compensation paid to a director
as director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at a suitable venue, to be determined by the Board of Directors and duly communicated to the membership.
Any meeting, regular or special, may be held by conference telephone, electronic video screen
communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors
participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than
conference telephone) constitutes presence in person at that meeting if all of the following apply:
a). Each director participating in the meeting can communicate with all of the other directors
b) Each director is provide the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an objection to, a specific
action to be taken by the corporation;
c) The corporation adopts and implements some means of verifying 1) that all persons
participating in the meeting are directors of the corporation or are otherwise entitled to participate
in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by
directors and not by persons who are not directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held quarterly on the first Wednesday of the month, at
7:00 PM, unless such day falls on a legal holiday, in which event the regular meeting shall be
held at the same hour and place on the next business day. Additionaly, the annual meeting
occurs on the first Wednesday of February.
At the annual meeting of directors, directors shall be elected by the Board of Directors in
accordance with this section. The candidates receiving the highest number of votes up to the
number of directors to be elected shall be elected. Each director shall cast as many votes as
there are open board positions, with only one vote going to any individual candidate. Voting is by
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, or by
any three directors.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings of the board shall be
held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered
personally or by telephone or email. If sent by mail or email, the notice shall be deemed to be
delivered on its deposit in the mails or on its delivery to the ISP. Such notices shall be addressed
to each director at his or her address as shown on the books of the corporation. Notice of the
time and place of holding an adjourned meeting need not be given to absent directors if the time
and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned
meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice
shall be given of any adjourned regular or special meeting to directors absent from the original
meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the
meeting. The purpose of any board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any special meeting of the board held without proper call and notice,
wherever held, are as valid as though the meeting had been duly held after proper call and
notice, provided a quorum, as hereinafter defined, is present and provided that either before or
after the meeting each director not present signs a waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the Chair shall
entertain at such meeting is a motion to adjourn. However, a majority of the directors present at
such meeting may adjourn from time to time until the time fixed for the next regular meeting of the
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of
the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as
provided in Section 10 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may
continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal
of directors from the meeting, provided that any action thereafter taken must be approved by at
least a majority of the required quorum for such meeting or such greater percentage as may be
required by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held
at which a quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit
Corporation Law, particularly those provisions relating to appointment of committees (Section
5212), approval of contracts or transactions in which a director has a material financial interest
(Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or
different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if
no such person has been so designated or, in his or her absence, by the Vice Chairperson of the
corporation, or, in the absence of each of these persons, by a Chairperson chosen by a majority
of the directors present at the meeting. The Secretary of the corporation shall act as secretary of
all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts’ Rules of Order, as such rules may be revised from time
to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this corporation, or with provisions of law.
SECTION 16. ACTION BY WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law
may be taken without a meeting, if all members of the board shall individually or collectively be
informed in writing (hardcopy or electronic) by the Chairperson of the need and intent to vote for
such action. For the purposes of this Section only, "all members of the board" shall not include
any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit
Corporation Law. A vote taken electronically or in writing without meeting shall require passage
by three-quarters of the full board of directors, rather than by a simple majority. Such a vote shall
have the same force and effect as a vote taken at a duly constituted meeting of the directors.
Any certificate or other document filed under any provision of law which relates to action so taken
shall state that the action was taken by duly authorized written consent of the Board of Directors
without a meeting and that the Bylaws of this corporation authorize the directors to so act, and
such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any
director, and (2) if the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of
unsound mind by a final order of court, or convicted of a felony, or been found by a final order or
judgment of any court to have breached any duty under Section 5230 and following of the
California Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of all members, or by vote of a majority of
the votes represented at a membership meeting at which a quorum is present.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the
Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness
of such resignation. No director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies created by the removal of a director may be filled only by the approval of the members
at a general meeting duly noticed.
A person elected to fill a vacancy as provided by this Section shall hold office until the next
annual election of the Board of Directors or until his or her death, resignation or removal from
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee or other agent of this
corporation has been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by reason of the fact
that he or she is, or was, an agent of the corporation, or has been successful in defense of any
claim, issue or matter, therein, such person shall be indemnified against expenses actually and
reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements and other amounts reasonably
incurred in connection with such proceedings shall be provided by this corporation but only to the
extent allowed by, and in accordance with the requirements of, Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the corporation (including a director, officer, employee or
other agent of the corporation) against any liability other than for violating provisions of law
relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law)
asserted against or incurred by the agent in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power to indemnify the agent against such
liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. Any
number of offices may be held by the same person. An officer’s position may be shared by two
persons, provided that the two persons ask to share the appointment at the time of nomination;
that the intended shared status is known to voters prior to the vote being taken; and that the coofficers
have only one vote.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board of
Directors at any meeting duly noticed for election of officers, and each officer shall hold office
until he or she resigns or is removed or is otherwise disqualified to serve (e.g. by term limits), or
until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and
such officers shall serve such terms, have such authority, and perform such duties as may be
prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed at any time, either with or without cause, by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors or to the
Chair or Secretary of the corporation. Any such resignation shall take effect at the date of receipt
of such notice or at any later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which has been
approved or ratified by the Board of Directors relating to the employment of any officer of the
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any
officer shall be filled by the membership at a general meeting. In the event of a vacancy in any
office other than that of Chairperson, such vacancy may be filled temporarily by appointment by
the Chairperson until such time as the membership shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the board may or may not be filled as the board
SECTION 6. DUTIES OF CHAIRPERSON
The Chairperson shall be the chief executive officer of the corporation and shall, subject to the
control of the Board of Directors, supervise and control the affairs of the corporation and the
activities of the officers. He or she shall perform all duties incident to his or her office and such
other duties as may be required by law, by the Articles of Incorporation of this corporation, or by
these Bylaws, or which may be prescribed from time to time by the Board of Directors. This
corporation has no Chairperson of the Board, so the Chairperson of the corporation also
assumes any responsibilities identified in these bylaws as belonging to the Chairperson of the
Board. If applicable, the Chairperson shall preside at all meetings of the members. Except as
otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or
she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may from time to time be authorized by the Board of
SECTION 7. DUTIES OF VICE CHAIRPERSON
In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice
Chairperson shall perform all the duties of the Chairperson, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the Chairperson. The Vice Chairperson shall
have other powers and perform such other duties as may be prescribed by law, by the Articles of
Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep the original, or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine,
a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of
directors and of members, recording therein the time and place of holding, whether regular or
special, how called, how notice thereof was given, the names of those present or represented at
the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to
all duly executed documents, the execution of which on behalf of the corporation under its seal is
authorized by law or these Bylaws.
Keep a membership book containing the name and address of each and any members, and, in
the case where any membership has been terminated, he or she shall record such fact in the
membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney,
on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the
directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be
required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and
Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation,
and deposit all such funds in the name of the corporation in such banks, trust companies, or
other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board
of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and
Exhibit at all reasonable times the books of account and financial records to any director of the
corporation, or to his or her agent or attorney, on request therefor.
Render to the Chairperson and directors, whenever requested, an account of any or all of his or
her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to
be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be
required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of
Directors, and no officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a director of the corporation, provided, however, that such compensation paid a
director for serving as an officer of this corporation shall only be allowed if permitted under the
provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of
this corporation shall be reasonable and given in return for services actually rendered for the
corporation which relate to the performance of the charitable or public purposes of this
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its
members (who may also be serving as officers of this corporation) to constitute an Executive
Committee and delegate to such Committee any of the powers and authority of the board in the
management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the
approval of the members or of a majority of all of the members.
(b) The filling of vacancies on the board or on any committee which has the authority of the
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the board which by its express terms is not so
amendable or repealable.
(f) The appointment of committees of the board or the members thereof.
(g) The expenditure of corporate funds to support a nominee for director after there are more
people nominated for director than can be elected.
(h) The approval of any transaction to which this corporation is a party and in which one or more
of the directors has a material financial interest, except as expressly provided in Section
5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any time revoke or modify any
or all of the authority so delegated, increase or decrease but not below two (2) the number of its
members, and fill vacancies therein from the members of the board. The Committee shall keep
regular minutes of its proceedings, cause them to be filed with the corporate records, and report
the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by
resolution of the Board of Directors. Such other committees may consist of persons who are not
also members of the board. These additional committees shall act in an advisory capacity only to
the board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance
with the provisions of these Bylaws concerning meetings of the Board of Directors, with such
changes in the context of such Bylaw provisions as are necessary to substitute the committee
and its members for the Board of Directors and its members, except that the time for regular
meetings of committees may be fixed by resolution of the Board of Directors or by the committee.
The time for special meetings of committees may also be fixed by the Board of Directors. The
Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of
committees to the extent that such rules and regulations are not inconsistent with the provisions
of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances. Unless so authorized, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of money,
and other evidence of indebtedness of the corporation shall be signed by the Treasurer and
countersigned by the Chairperson of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in
such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or
devise for the charitable or public purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
(a) Minutes of all meetings of directors, committees of the board and, if this corporation has
members, of all meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of those present and the
(b) Adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
(c) A record of its members, if any, indicating their names and addresses and, if applicable, the
class of membership held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the members, if any, of the corporation at all reasonable times
during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept
at the principal office of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind and to inspect the physical properties of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following
inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names, addresses and voting rights, at
reasonable times, upon five (5) business days' prior written demand on the corporation, which
demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand and payment of a
reasonable charge, an alphabetized list of the names, addresses and voting rights of those
members entitled to vote for the election of directors as of the most recent record date for which
the list has been compiled or as of the date specified by the member subsequent to the date of
demand. The demand shall state the purpose for which the list is requested. The membership list
shall be made available on or before the later of ten (10) business days after the demand is
received or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the
members or of the board or committees of the board, upon written demand on the corporation by
the member, for a purpose reasonably related to such person's interests as a member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney
and the right to inspection includes the right to copy and make extracts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred and twenty
(120) days after the close of the corporation's fiscal year to all directors of the corporation and, if
this corporation has members, to any member who requests it in writing, which report shall
contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation , both unrestricted and restricted to particular
purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes,
during the fiscal year;
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if
there is no such report, the certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of the corporation.
If this corporation has members, then, if this corporation receives TWENTY-FIVE THOUSAND
DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this
corporation shall automatically send the above annual report to all members, in such manner, at
such time, and with such contents, including an accompanying report from independent
accountants or certification of a corporate officer, as specified by the above provisions of this
Section relating to the annual report.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors and any and all members a statement within
one hundred and twenty (120) days after the close of its fiscal year which briefly describes the
amount and circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in
which either of the following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common
directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent
or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a
number of transactions with the same persons involving, in the aggregate, more than FIFTY
THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal
year to any director or officer, except that no such statement need be made if such
indemnification was approved by the members pursuant to Section 5238(e)(2) of the California
Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons
involved in such transactions, stating each person's relationship to the corporation, the nature of
such person's interest in the transaction and, where practical, the amount of such interest
provided that in the case of a transaction with a partnership of which such person is a partner,
only the interest of the partnership need be stated.
If this corporation has any members and provides all members with an annual report according to
the provisions of Section 6 of this Article, then such annual report shall include the information
required by this Section.
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the 1st of July and end on the 30th of June in each
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit
corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted as follows:
(a) Subject to the power of members, if any, to change or repeal these Bylaws under Section
5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw
amendment would materially and adversely affect the rights of members, if any, as to voting or
transfer, provided, however, if this corporation has admitted any members, then a Bylaw
specifying or changing the fixed number of directors of the corporation, the maximum or minimum
number of directors, or changing from a fixed to variable board or vice versa, may not be
adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or
(b) By approval of the members, if any, of this corporation.
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment of the Articles of
Incorporation may be adopted by approval of the Board of Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the corporation, amendment of the Articles of
Incorporation may be adopted by the approval of the Board of Directors and by the approval of
the members of this corporation.
SECTION 3. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of
Incorporation to alter any statement which appears in the original Articles of Incorporation of the
names and addresses of the first directors of this corporation, nor the name and address of its
initial agent, except to correct an error in such statement or to delete such statement after the
corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section
6210 of the California Nonprofit Corporation Law.
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with this corporation, or any
private individual, shall receive at any time any of the net earnings or pecuniary profit from the
operations of the corporation, provided, however, that this provision shall not prevent payment to
any such person of reasonable compensation for services performed for the corporation in
effecting any of its public or charitable purposes, provided that such compensation is otherwise
permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such
person or persons shall be entitled to share in the distribution of, and shall not receive, any of the
corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be
deemed to have expressly consented and agreed that on such dissolution or winding up of the
affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after
all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of
this corporation and not otherwise.
SECTION 1. DETERMINATION OF MEMBERS
If this corporation makes no provision for members, then, pursuant to Section 5310(b) of the
Nonprofit Public Benefit Corporation Law of the State of California, any action which would
otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this
corporation, require approval by a majority of all members or approval by the members, shall only
require the approval of the Board of Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of
Incorporation of San Francisco Dog Owners Group, a California nonprofit corporation, and,
pursuant to the authority granted to the directors by these Bylaws to take action by unanimous
written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws,
consisting of 16 pages, as the Bylaws of this corporation.
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation
named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of
said corporation on the date set forth below.