BYLAWS OF THE NORTHERN CALIFORNIA PUG CLUB A California Nonprofit Public Benefit Corporation 

(Updated February, 2023) 

ARTICLE I CORPORATE NAME AND PROVISIONS 

Section 1. Name and Business Office. The name of this corporation is NORTHERN CALIFORNIA PUG CLUB. The principal office of the corporation for its transaction of business shall be the address of the  corporation's President. 

Section 2. General and Specific Purposes; Limitations; Construction. 

(a) This is a nonprofit public benefit corporation and is not organized for the private gain of any  person. It is organized under the California Nonprofit Public Benefit law for public purposes. 

(b) The purpose of the Corporation is to ensure ongoing public benefit from purebred Pug dogs through programs and activities: 

- to encourage and promote quality in the breeding of purebred Pugs and to do all possible to bring their natural qualities to perfection; 

- to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which Pugs shall be judged; 

- to do all in its power to protect and advance the interests of the breed by encouraging sportsman-like competition at dog shows, obedience and agility trials and similar events; 

- to conduct sanctioned and licensed matches, specialty shows, obedience, agility trials  and other events for which the club is eligible under the Rules and Regulations of The  American Kennel Club. 

Section 3. Limitations. The property of this corporation is irrevocably dedicated to social welfare  purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any  director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding  up of the corporation, its assets remaining after provision for payment of all debts and liabilities of this  corporation shall be distributed to a nonprofit organization which is organized and operated exclusively for  either charitable or social welfare purposes, having established its tax exempt status under either Section  501(c)(3) or 501(c)(4) as applicable, for the benefit of dogs. 

Section 4. Construction and Definitions. Unless the context requires otherwise, the general provisions,  rules of construction, and definitions in the California Nonprofit Law shall govern the construction of these  bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the  feminine and neuter, the singular includes the plural, the plural includes the singular, and the term  "person" includes both a legal entity and a natural person. 

ARTICLE II MEMBERSHIP 

Section 1. Types of Membership.  

There are two types of Membership open to all persons 18 years of age and older and one type of  Membership open to persons at least 9 years old but less than 18 years old who are in good standing  with The American Kennel Club and who subscribe to the purposes of this corporation. While  membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of 

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the Pug breeders, owners and exhibitors in Northern California. In addition, those members shall have all  rights afforded members under the California Nonprofit Public Benefit Law except as follows: 

(a) Regular - members enjoy all corporation privileges including the right to vote and hold office.  

(b) Associate - members’ privileges are limited to receipt of Club correspondence and  attendance at Club sponsored activities, and expressly exclude the right to vote, hold office,  eligibility for or receipt of Club awards and all other rights and privileges of legal members of  a California Nonprofit Public Benefit corporation. Associate membership applications should  be filed with the Membership Chair but do not require sponsors or approval process  applicable to prospective regular applicants. An associate member may at any time apply for  regular membership as outlined in these by-laws. 

(c) Junior - members’ privileges are limited to receipt of Club correspondence and attendance at  Club sponsored activities, and expressly exclude the right to vote, hold office, and eligibility  for or receipt of Club awards with the exception of awards specifically designated for Junior  Members and new title certificates earned by their dog. Junior membership applications  should be filed with the Membership Chair but do not require sponsors or the approval  process applicable to prospective regular applicants; however, the application must include  the signature of a parent /guardian who is a NCPC member in good standing or another  NCPC member who, with the applicant’s parent/guardian’s consent, is sponsoring the  applicant. Junior members are not required to pay annual dues. A Junior Member may  automatically convert to regular membership at age 18. 

This corporation may refer to persons of the Associate and Junior class as "members," even though those  persons are not voting members as set forth in Article II, Section 1(b) and Section 1(c) of these bylaws,  but no such reference shall constitute anyone as a member within the meaning of California Corporations  Code Section 5056 unless that person or entity shall have qualified for a voting membership under Article II, Section 3(a) of these bylaws. References in these bylaws to "members" shall mean members as  defined in Corporations Code Section 5056; i.e., the members of the class set forth in Article II, Section  1(a) of these bylaws. 

Section 2. Membership Dues 

Annual membership dues will be determined upon recommendation of the Board of Directors and  approved by a majority vote of the Regular Membership at the Club’s Annual Meeting. Dues are payable  on or before the 1st day of January of each year and are delinquent if not received by the Treasurer by  January 31st. No member may vote whose dues are not paid for the current year. Junior members are  not required to pay annual dues; however, they will be asked to renew their Junior membership annually  as part of the membership dues collection process. During the month of December the Treasurer shall  send to each member a statement of dues for the ensuing year. Persons whose membership has been  approved during the months of October, November, or December, and whose dues have been paid, shall  be considered to have paid their annual dues in full for the ensuing year. Dues will not be processed by  the Treasurer during the course of any meeting. 

Section 3. Election to Membership.  

(a) Regular Membership Requirements: Each applicant for Regular Membership shall apply in writing  using a form which has been approved by the Board of Directors and which shall provide that the  applicant agrees to abide by the By-Laws and Code of Ethics of the Northern California Pug Club  and the rules of the American Kennel Club. The completed application shall include the name,  address, email address, and telephone number of the applicant, and it shall carry the  endorsement of two members in good standing. Each applicant must attend two meetings, or  attend one meeting and work at one club function within the year prior to filing an application for  membership; however, he/she shall not be present at the meeting where their application for  membership is first considered and voted upon. Accompanying the application, the prospective  Regular Member shall submit dues payment for the current year. Incomplete applications will be  returned to the applicant to be resubmitted. All applications along with applicable fees are to be 

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filed with the Membership Chairman. Each application for regular membership is to be read at the  first meeting of the Club following its receipt. The membership will then be notified of the pending  vote on a regular membership application at least 2 weeks prior to the next scheduled Club  meeting. If that meeting is being held in person, the applicant will be voted upon by secret,  written ballot. If the next scheduled Club meeting is held electronically, the applicant will be voted  upon by using the anonymous voting feature of the Internet meeting service. Affirmatives votes  by 3/4 of the Regular Members present and voting at that meeting shall be required to approve  the applicant. An applicant's date of membership will be the date on which their application is  approved. Applicants for Regular Membership who have been rejected by the Club may not re apply for one year after such rejection, and their dues will be returned to them .  

(b) Associate Membership Requirements: Each applicant for Associate Membership shall apply in  writing using a form which has been approved by the Board of Directors and which shall provide  that the applicant agrees to abide by the By-Laws and Code of Ethics of the Northern California  Pug Club and the rules of the American Kennel Club. The completed application shall include the  name, address, email address, and telephone number of the applicant. All applications are to be  filed with the Membership Chairman. Accompanying the application, the prospective Associate  Member shall submit dues payment for the current year. Incomplete applications will be returned  to the applicant to be resubmitted. Each application for associate membership is to be read at the  first meeting of the Club following its receipt. The membership will then be notified of the pending  vote on an associate membership application at least 2 weeks prior to the next scheduled Club  meeting. If that meeting is being held in person, the applicant will be voted upon by secret, written  ballot. If the next scheduled Club meeting is held electronically, the applicant will be voted upon  by using the anonymous voting feature of the Internet meeting service. Affirmative votes by 3/4 of  the Regular Members present and voting at that meeting shall be required to approve the  applicant. An applicant's date of membership will be the date on which their application is  approved. Applicants for Associate Membership who have been rejected by the Club may not re apply for one year after such rejection. 

(c) Junior Membership Requirements: Each applicant for Junior Membership shall apply in writing  using a form which has been approved by the Board of Directors and which shall provide that the  applicant agrees to abide by the By-Laws and Code of Ethics of the Northern California Pug Club  and the rules of the American Kennel Club. The completed application shall include the name,  date of birth, address, email address, and telephone number of the applicant. All applications are  to be filed with the Membership Chairman. Incomplete applications will be returned to the  applicant to be resubmitted. Each application for Junior membership is to be read at the first  meeting of the Club following its receipt. The membership will then be notified of the pending vote  on a Junior membership application at least 2 weeks prior to the next scheduled Club meeting. If  that meeting is being held in person, the applicant will be voted upon by secret, written ballot. If  the next scheduled Club meeting is held electronically, the applicant will be voted upon by using  the anonymous voting feature of the Internet meeting service. Affirmative votes by 3/4 of the  Regular Members present and voting at that meeting shall be required to approve the applicant.  An applicant's date of membership will be the date on which their application is approved.  Applicants for Junior Membership who have been rejected by the Club may not re-apply for one  year after such rejection. 

(d) Change of Membership: To change membership from that of Regular Member to Associate  Member, the individual must submit in writing to the Corresponding Secretary of the Corporation  their request that the membership be changed. A Junior Member may automatically convert to  Regular Membership at age 18. They should notify the Corresponding Secretary in writing that  the change should be made. Changes will be effective immediately upon receipt of the written  request. To change membership from an Associate Member to a Regular Member, each  applicant for Regular Membership shall reapply as outline in Article II, Section 3(a) of these by laws 

Section 4. Termination of Membership. Membership may be terminated as follows:

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(a) By resignation. Any member in good standing may resign from the corporation upon written notice to the Corresponding Secretary; but no member may resign when in debt to the corporation. Dues obligations are considered a debt to the corporation and they become incurred on the first day of each fiscal year. 

(b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid February 1st of each year; however, the Board may grant an additional 30 days grace to such delinquent members in meritorious cases. In no cases may a person by entitled to vote at any meeting whose dues are unpaid as of the date of that meeting.  Any member whose membership has lapsed must reapply as outlined in Article II, Section 3 of these By-laws. 

(c) By expulsion. A membership may be terminated by expulsion as provided in Article VII of these by-laws. 

ARTICLE III MEETINGS AND VOTING 

.Section 1. Membership Meetings.  

(a) Meetings of the Club shall be held in Northern California, on such a date and at such hour and  place as may be designated by the Board of Directors.  

(b) A minimum of one meeting will be held per quarter.  

(c) Annually the President shall provide written notice of meeting dates, times and places to the  membership via email and posting on the club’s website. 

(d) The quorum for such meetings shall be 20% of the Regular Membership in good standing . (e) Associate and Junior members are not counted as part of the total membership for a quorum. 

Section 2. Special Membership Meetings.  

(a) Special Meetings may be called by the President, or by a majority vote of the Board of Directors who are present and voting at any regular or special meeting of the Board and shall be called by the Corresponding Secretary upon receipt of a petition signed by five percent of the Regular Members of the Club who are in good standing. Such special meetings shall be held in Northern California, on such date and at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Except as provided in Article III, Subsection 2(b), the Corresponding Secretary shall mail written notice of such a meeting at least 10 days, and not more than 15 days, prior to the date of the meeting. Said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20% of the Regular Members in good standing. Associate and Junior  Members are not counted as part of the total membership for a quorum. 

(b) Calling Special Meetings: A special meeting called by any person (other than the board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or Corresponding Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, by written notice mailed by the Corresponding Secretary, stating that a meeting will be held at a specified time and date fixed by the board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after the receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the board.  

Section 3. Board Meetings. Meetings of the Board of Directors shall be held in Northern California, on  such date and at such hour and place as may be designated by the Incoming Board of Directors with a  minimum of one meeting per quarter. The President shall provide written notice of meeting dates, times  and places to the Newsletter Editor for publication at least ten days prior to the newsletter deadline. A 

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three-month meeting schedule will be published in each newsletter. The quorum for such a meeting shall  be a majority of the Board. 

Section 4. Special Board Meetings. Special meetings of the Board of Directors may be called by the  President. The Corresponding Secretary must call a Special Board of Director meeting upon receipt of a  written request, signed by at least three members of the Board of Directors. Such special meetings shall  be held on such date and at such place, date and hour as may be designated by the person authorized  herein to call such meeting. The Corresponding Secretary shall send written notice of such a meeting at  least 7 days, and not more than 10 days prior to the date of the meeting. Any such notice shall state the  purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting  shall be a majority of the Board of Directors. 

Section 5. Voting. Each Regular member in good standing and whose dues are paid for the current year,  shall be a voting member of the Corporation and shall be entitled to one vote at any meeting of the  Corporation at which he/she is present. Proxy voting will not be permitted at any meeting of the  Corporation board or membership, committee meeting, or election. The Board of Directors may institute  mail ballots at their discretion. Associate and Junior Members are not eligible to vote. 

Section 6. Corporation Business. Any and all Corporation business, without exception, is open to all  members. However, certain portions of any Board of Directors meeting, not to exceed twenty minutes,  may be conducted in executive session with a majority vote of those Board Members present at the  meeting. 

Section 7. Telephone Conference. Any meeting of the Board of Directors, regular or special, may be  held by conference telephone or similar communication equipment, so long as all Directors participating  in the meeting can hear one another, and all such Directors shall be deemed to be present in person at  such meeting. 

ARTICLE IV DIRECTORS AND OFFICERS 

Section 1. Board of Directors.  

1. a) The Board of Directors shall be comprised of the President, Vice President, Recording Secretary,  Corresponding Secretary, Treasurer, Immediate Past President, and three other persons to serve  as members of the Board of Directors. All shall be Regular Members in good standing, and shall  be elected for two years at the Club's annual meeting as provided in Article V, and shall serve  until their successors are elected. The Immediate Past President is a voting member of the Board  for one year after leaving office. Subject to the provisions and limitations of the California  Nonprofit Public Benefit Law and any other applicable laws, and subject to any limitations of the  Articles of Incorporation or bylaws regarding actions that require approval of the members,  general management of the Corporation's affairs shall be entrusted to the Board of Directors, and  all corporate powers shall be exercised by or under the direction of the board. All Board of  Directors shall be indemnified from all liability of said Corporation. 
2. b) Restriction on interested persons as directors: No more than 49 percent of the persons serving  on the board may be "interested persons." An interested person is (a) any person compensated  by the Corporation for services rendered to it within the previous 12 months, whether as a full time or part-time employee, independent contractor, or otherwise, excluding any reasonable  compensation paid to a director as director; and (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 such person. However, any violation of this paragraph shall not affect the validity or  enforceability of transactions entered into by the corporation. 

Section 2. Officers. The Club's officers, consisting of the President, Vice-President, Recording Secretary,  Corresponding Secretary and Treasurer, shall serve in their respective capacities both with regard to the  corporation and its meetings and the board and its meetings for two years, or until their successors are  elected.

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(a) The President shall preside at all meetings of the Club and of the Board of Directors, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these by-laws. The President may vote only to break a tie vote and at the bi-annual election to elect the Board of Directors. The President shall not hold office for a longer period than two consecutive terms, or part thereof. 

(b) The Vice-President shall have the duties and exercise the powers of the President in the case of the President's death, absence or incapacity. The Vice-President will be a member of every committee. 

(c) The Recording Secretary shall keep a record of all meetings of the membership and of the Board and of all matters of which a record shall be ordered by the Corporation, including minutes of Board of Directors and General meetings. He/she will keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed by these by-laws. He/she will keep and maintain a copy of the sign-in sheet from each meeting with regard to attendance. 

(d) The Corresponding Secretary shall be in charge of the correspondence; notify members of meetings; send out ballots; notify new members of their election to membership; notify officers and directors of their election to office; carry out the duties of the Recording Secretary in his/her absence and carry out such other duties as are prescribed in these by-laws. 

(e) The Treasurer shall collect and receive all monies due or belonging to the Corporation. He/she shall deposit the same in a bank designated by the Board of Directors, in the name of the Corporation . The books shall, at all times, be open to inspection of the Board of Directors. The Treasurer shall report, at every meeting the condition of the Corporation's finances and every item of receipt or payments not previously reported, as well as present all bills for approval of payment. At the annual meeting the Treasurer shall render an account of all monies received and expended during the previous fiscal year. All checks will require the signatures of two (2) officers, and no two members of the same household may sign the same check. The Treasurer must be bondable in the amount of five thousand dollars, ($5,000.00), at the Club's expense. In an emergency, the Treasurer is allowed to write a check up to the amount of $50.00, without prior Board of Director's approval. All emergency funds checks will require the signatures of two (2) officers, and no two members of the same household may sign the same check. 

Section 3 Vacancies. Any vacancies occurring on the Board of Directors or among the officers during  their two year term of office shall be filled until the next bi-annual election by a majority vote of the  remaining members of the Board of Directors at its first regular meeting following the creation of such  vacancy, or at a special Board of Directors 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 of Directors. 

Section 4. Attendance: Board of Directors. Any Officer or Director who misses more than two  consecutive Board of Directors meetings, will be replaced at the third consecutive missed Board of  Directors meeting. The past president will be removed from the Board under this section, but will not be  replaced. 

ARTICLE V THE CORPORATION YEAR, ANNUAL MEETING, ELECTIONS 

Section 1. Fiscal Year. The Corporation's fiscal year shall begin on the 1st day of January and end on the  last day of December. The Corporation's official "Club 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 the month of April. Every two years, the  officers and the Board of Directors for the ensuing two years shall be elected by secret, written ballot from  among those nominated in accordance with Section 4 of this Article. The Officers and Board of Directors  shall take office immediately upon the conclusion of the election. Each retiring officer should immediately 

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turn over to his/her successor in office all properties and records relating to that office. All records must  be turned over within 30 days. 

Section 3. Elections. The nominated candidate receiving the greatest number of votes for each office  shall be declared elected. The three Board of Directors nominees receiving the greatest number of votes  shall be declared elected. 

Section 4. Nominations. No person may be a candidate in a Corporation election who has not been  nominated. During the month of October, the Board of Directors shall select a Nominating Committee  consisting of three members and two alternates, not more than one of whom may be a member of the  Board of Directors. The Corresponding Secretary shall immediately notify the committee and alternates of  their selection. The Board of Directors shall name a Chairperson and it shall be that person's duty to call  committee meetings.  

(a) The Nominating Committee shall nominate one candidate for each office and three candidates for the Board of Directors positions. All nominees must be Regular Members of the Corporation. After securing the consent of each person nominated, the committee shall immediately report their nominations to the Corresponding Secretary in writing.  

(b) Upon receipt of the Nominating Committee's report, the Corresponding Secretary shall publish the committee's slate at least two weeks prior to the February meeting.  

(c) Any Regular Member may make additional nominations at the February general meeting, provided that the person so nominated consents and is a Regular Member of the Club. If the proposed candidate is not present, a written statement consenting to the nomination must be presented. No person may be a candidate for more than one position. 

(d) If no additional nominations are made at the February general membership meeting, the  Nominating Committee’s slate of candidates shall be declared elected. If there are additional  nominations, the Regular Members of the Club will then vote by a secret mail ballot that will be  counted and results announced at the Club’s annual meeting.. The newly elected Board of  Directors shall then take office immediately following the Club’s annual April meeting. 

(e) Nominations can not be made at the annual meeting or in any manner other than as provided in this section.  

ARTICLE VI COMMITTEES 

Section 1. The Board of Directors may each year appoint standing committees to advance the work of  the Club in such matters as specialty shows, obedience and agility trials, trophies, annual prizes,  membership and other fields which may well be served by committees. 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. Committee chairpersons are required to provide a  report for each Board of Directors meeting. A list of all standing committees will be published in every  newsletter. 

Section 2. Any Board of Directors committee appointment may be terminated by a majority vote of the  Board of Directors upon written notice to the appointee; and the Board of Directors may appoint  successors to those persons whose service have been terminated. 

ARTICLE VII DISCIPLINE 

Section 1. American Kennel Club Suspension. Any member who is suspended from the privileges of the  American Kennel Club shall automatically be suspended from the privileges of this Club for a like period.  At the end of their period of suspension, the person must notify the Corresponding Secretary to be  reinstated to their prior membership.

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Section 2. Charges. Any member may prefer charges against a member within the restrictions specified  in Section 3 for alleged misconduct prejudicial to the best interests of the Corporation or the Breed.  Written charges with specifications must be filed in duplicate with the Corresponding Secretary together  with a deposit of $25.00, which shall be forfeited if such charges are not sustained by the Board following  a hearing. The Corresponding Secretary shall promptly send a copy of the charges to each member of  the Board or present them at a Board meeting. The board will meet within two weeks of any charge being  filed to first consider whether the actions alleged in the charges, if proven, might constitute conduct  prejudicial to the best interests of the club. If the board considers the 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 of a hearing by the Board not less than three  weeks, or more than six weeks thereafter. The Corresponding Secretary shall promptly send one copy of  the charges to the accused member by registered mail together with a notice of the hearing and  assurance that the defendant may personally appear in his/her own defense and bring witnesses if  he/she wishes. The Corresponding Secretary will also advise the defendant that he/she has been initially  suspended from all Club privileges pending outcome of the hearing. 

Section 3. Discipline Hearing. The Board shall have the 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 evidence and testimony presented by complainant and  defendant, the Board, by a majority vote of those present, may: 

(a) Impose no punishment. 

(b) Issue a reprimand or fine. 

(c) Recommend to suspend the defendant from all privileges of the Club for not less than one day nor more than six months from the date of initial suspension. And, if it deems that the punishment is insufficient, the Board may, by a 2/3 vote of those present, also recommend to the membership that the penalty be expulsion. In such a case, the suspension shall not restrict the defendant’s right to appear before fellow-members at the ensuing membership meeting which considers the Board's recommendation. If no sufficient vote is achieved for specific punishment, then no punishment will be imposed. Immediately after the Board has reached a decision, it will  advise the Corresponding Secretary, who shall send written notice to the Complainant, Defendant, and Board of Directors, of the Board's decision and penalty, if any. The defendant has the right to appeal any decision to the regular membership. But in no case, may the membership impose a more severe punishment than was recommended by the Board. If the defendant wishes to appeal, it must be done in writing to the Board within two weeks of the Board's decision. If so appealed, the membership will hear the appeal at the next regular meeting or one called specifically for this purpose within three to six weeks. 

Section 4. Restrictions and Notices. 

(a) Once a charge has been heard, it may not be re-filed by the same or any other member. 

(b) The Club will not entertain jurisdiction in any matter which has a regular court case pending, or in process. 

(c) Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club within one year of the alleged misconduct. 

(d) Both parties must have been members at the time the alleged misconduct took place. 

(e) If the Board finds that the charges are unfounded, the person pressing the charges will be responsible for the monies directly spent to hold the hearing. 

Section 5. Expulsion. Expulsion of a member from the Corporation may be accomplished only at a  meeting of the Corporation membership following a Discipline Hearing and upon the Board's 

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recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Corporation to be held within 60 days, but no earlier than 30 days after the date of  the Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his/her  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/her  own behalf if so desired. The regular members shall then vote by secret ballot on the proposed  expulsion. A two-thirds vote of the regular members present shall be necessary for the expulsion. If  expulsion is not so voted, the Board's suspension shall stand. Any appeal must be heard before expulsion  can be voted upon. 

ARTICLE VIII AMENDMENTS 

Section 1. Amendments to the Bylaws may be proposed by the Board of Directors or by written petition  addressed to the Corresponding Secretary, signed by twenty percent of the Regular Membership in good  standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors.  They must be submitted to the Regular Membership with recommendations of the Board of Directors, by  the Corresponding Secretary for a vote within three months of the date when the petition was received by  the Corresponding Secretary  

Section 2. The by-laws may be amended by a 2/3 vote of the Regular Members present at any regular or  special meeting called for the purpose, provided the proposed amendments have been included in the  notice of the meeting and mailed to each Regular Member at least two weeks prior to the date of the  meeting.  

Section 3. The Club may enact Standing Rules by a majority vote of Regular Members present at any  regular or special meeting called for that purpose. These rules may be amended or deleted by a majority  vote of Regular Members present at any regular or special meeting called for that purpose. Standing  Rules may not be amended or deleted within one year of their enactment. Standing Rules take affect as  soon as they are passed 

ARTICLE IX DISSOLUTION 

Section 1. The corporation may be dissolved at any time by the written consent of not less than 2/3 of the  members. In the event of the dissolution of the corporation other than for purposes of reorganization,  whether voluntary or involuntary or by operation of law, none of the property of the corporation nor any  proceeds thereof nor any assets of the corporation shall be distributed to any members of the corporation;  but after payment of the debts of the corporation, its property and assets shall be given to a charitable  organization for the benefit of dogs selected by the Board of Directors. 

ARTICLE X ORDER OF BUSINESS 

Section 1. At the meeting of the members, the order of business, so far as the character and nature of  the meeting may permit, shall be as follows: 

Roll Call 

Introduction of Guests 

Minutes of last meeting 

Report of President 

Report of Vice President 

Report of Recording Secretary 

Report of Corresponding Secretary 

Report of Treasurer 

Reports of Committees 

Election of Officers and Board (At the annual meeting) 

Election of New Members 

Unfinished business 

New business

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Adjournment 

Section 2. At meetings of the Board, the order of business, unless otherwise directed by the majority vote  of those present, shall be as follows: 

Minutes of the last meeting 

Report of the President 

Report of the Vice President 

Report of the Recording Secretary 

Report of the Corresponding Secretary 

Report of the Treasurer 

Reports of Committees 

Unfinished business 

New business 

ARTICLE XI PARLIAMENTARY AUTHORITY 

Section 1. The rules contained in the Scott, Foresman Robert's Rules of Order, Newly Revised, Latest  Edition by Robert & Evans, shall govern the Corporation in all cases to which they are applicable and in  which they are not inconsistent with these by-laws and any special rules the Corporation may adopt. 

ARTICLE XII MISCELLANEOUS PROVISIONS 

Section 1. Indemnification. To the fullest extent permitted by law, this may indemnify its directors,  officers, employees, and other persons described in California Corporations Code Section 5238(a),  including persons formerly occupying any such positions, against all expenses, judgments, fines,  settlements, and other amounts actually and reasonably incurred by them in connection with any  "proceeding," as that term is used in that section, and including an action by or in the right of the, by  reason of the fact that the person is or was a person described in that section. "Expenses," as used in  this bylaw, shall have the same meaning as in that section of the Corporations Code. 

On written request to the board by any person seeking indemnification under Corporations Code Section  5238(b) or Section 5238(c), the board shall promptly decide under Corporations Code Section 5238(e)  whether the applicable standard of conduct set forth in Corporations Code Section 5238(b) or Section  5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize  indemnification, because the number of directors who are parties to the proceeding with respect to which  indemnification is sought prevents the formation of a quorum of directors who are not parties to that  proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall  determine under Corporations Code Section 5238(e) whether the applicable standard of conduct has  been met and, if so, the members present at the meeting in person or by proxy shall authorize  indemnification. 

To the fullest extent permitted by law and except as otherwise determined by the board in a specific  instance, expenses incurred by a person seeking indemnification under these bylaws in defending any  proceeding covered by the above-referenced Corporations Code Sections shall be advanced by the  corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by  or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is  entitled to be indemnified by the board for those expenses. 

Section 2. Insurance. This Corporation shall have the right to purchase and maintain insurance to the full  extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any  liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising  from the officer's, director's, employee's, or agent's status as such. 

Section 3. Maintenance of Corporate Records. This Corporation shall keep: (a) Adequate and correct  books and records of account;(b) Written minutes of the proceedings of its members, board, and  committees of the board; and(c) A record of each member's name, address., and class of membership.

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Section 4. Annual Report The board shall cause an annual report to be sent to the members and  directors within 120 days after the end of the Corporation's fiscal year. That 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 fiscal year. 

(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 California Corporations Code Section 6322 described in 13.5 of these bylaws. This 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. 

This requirement of an annual report shall not apply if the corporation receives less than twenty-five  thousand dollars ($25,000) in gross receipts during the fiscal year, provided, however, that the  information specified above for inclusion in an annual report must be furnished annually to all directors  and to any member who requests it in writing.  

Section 5. Annual Statement of Certain Transactions and Indemnifications. 

As part of the annual report to all members, or as a separate document if no annual report is issued, the  Corporation shall, within 120 days after the end of the Corporation's fiscal year, prepare and mail or  deliver to each general members and furnish to each Directors a statement of any transaction or  indemnification (a) in which the corporation, or its parent or subsidiary, was a party, (b) in which an  "interested person" had a direct or indirect material financial interest, and (c) which involved more than  $50,000 or was one of several transactions with the same interested person involving, in the aggregate,  more than $50,000. For this purpose, an "interested person" is either: 

(1) Any Director or officer of the Corporation; 

(2) Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. 

The statement shall include a brief description of the transaction, the names of interested persons  involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when  practicable, the amount of that interest, provided that, in the case of a partnership in which interested  person is a partner, only the interest of the partnership need be stated. 

Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any  officer or director of the pursuant to Corporations Code Section 5238, unless that indemnification has  already been approved by the members under Corporations Code Section 5238(e)(2).

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CERTIFICATE OF SECRETARY 

I certify that I am the duly elected and acting Secretary of the NORTHERN CALIFORNIA PUG CLUB, a  California nonprofit public benefit corporation, that these bylaws, consisting of 11 pages, are the bylaws of  this corporation as adopted by the board of directors and voting members on February 28, 2023, and that  these bylaws have not been amended or modified since that date. 

Executed on March1, 2023 

Lisa Sheeran, Corresponding Secretary 

Northern California Pug Club

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