BYLAWS OF NORTHERN CALIFORNIA PUG CLUB

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

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 specialty shows, obedience and agility trials or

similar events under the rules 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 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 the breeders, owners and exhibitors in the Greater San Francisco Bay Area. 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 the Club’s newsletter 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.

This corporation may refer to persons of the Associate class as "members," even though those persons are not voting members as set forth in Article II, Section 1(b) 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. During the month of December the Treasurer shall send to each member a statement of dues for the ensuing year. New members who have paid their dues during the last quarter of the fiscal year will be credited for a paid membership for that quarter and the next 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 constitution and by-laws, and the rules of the Northern

California Pug Club and the rules of the American Kennel Club. The completed application shall

include the name, 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 are to be filed with the Membership

Chairman, and each application is to be read at the first meeting of the Club following its receipt.

The applicant's name will then be published in the next Northern California Pug Club Newsletter

indicating that he/she has applied for Regular Membership in the corporation. Following the

publication of a prospective member's name in the Newsletter, their application will be voted upon

by secret, written ballot at the next scheduled Club meeting. 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 a correctly completed application is

submitted to the Membership Chairperson. Applicants for Regular Membership who have been

rejected by the Club may not re-apply for six months 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 Articles of Incorporation and by-laws of the Northern

California Pug Club and the rules of the American Kennel Club. The completed application shall

include the name, 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. The applicant will become an Associate Member of the Club

when the Membership Chairperson receives his/her correctly completed application and dues.

The date upon which the Membership chairperson receives the correctly completed application

will be established as the applicant's membership date.

(c) Change of Membership: To change membership from that of Regular Member to Associate

Member, the individual must submit a signed Change of Membership Form to the Corresponding

Secretary of the Corporation requesting that the membership be changed. The change will be

effective immediately upon receipt of the required form. 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:

(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. 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 incoming Board of Directors. A minimum of one meeting will be held 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 three-month meeting schedule will be published in each newsletter. The quorum for such meetings shall be 20% of the Regular Membership in good standing. Associate 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 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 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 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.

(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 one year 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.

(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 one year, or until their successors are elected.

(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 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 offices during the year shall be filled until the next 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 election at the annual meeting and shall continue through the election at the next annual meeting.

Section 2. Annual Meeting. The annual meeting shall be held in the month of March, at which officers and the Board of Directors for the ensuing year 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 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 December, 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 a committee meeting to be held within two weeks after the December Board of Directors Meeting.

(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. The newly elected Board

of Directors shall then take office immediately following the Club’s annual March meeting.

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

in this section.

(f) No member of the same household may serve on the Board of Directors during the same term.

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.

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 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

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.

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).

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 October 17, 2004, and that these bylaws have not been amended or modified since that date.

Executed on October 23, 2004 at Vacaville, California.

Cynthia Cool, Corresponding Secretary
Northern California Pug Club

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