Bylaws

The governing bylaws of Seattle Pups and Handlers (SEA-PAH), a 501(c)(7) nonprofit social club.

Article I - Name

The organization is known as Seattle Pups and Handlers. These Bylaws may refer to the corporation as SEA-PAH.

Article II - Purposes

The purposes of Seattle Pups and Handlers are to promote the human-pup lifestyle; to organize social activities for its members; to educate its members and the public about human-pups and their handlers; and to raise funds for local charities and the wider human-pup community.

Article III - Membership

Section A. Members

Inclusion: SEA-PAH shall not discriminate on the basis or perception of gender, gender expression, gender identity, sexual orientation, the presence of any sensory, mental or physical disability, race, color, creed, national origin, religion, citizenship, or military status.

Definition: A member is an individual 18 years of age or older who has completed and submitted an official membership application and paid dues.

Section B. Membership in Good Standing

A Member shall be considered in good standing if they have:

Paid all required membership dues and fees in a timely manner
Adhered to the organization’s Code of Conduct and Bylaws
Not been placed under a current disciplinary action
Complied with all requirements outlined in the Membership Agreement or other relevant policies such as the member handbook
Not been convicted of a violent crime of a sexual nature
Not currently registered as a sexual offender equal to or in excess of Level 2
Not currently the subject of a protective order by a court initiated by a current member

The Board of Directors may suspend or revoke a Member’s membership for failure to meet these requirements.

Section C. General Member

Eligibility and Procedure. A General Member shall be an individual 21 years of age or older. Any person eligible for membership shall become a General Member by completing and submitting an official membership application and paying dues.

Dues. A General Member shall pay dues annually for a membership length of one year. The amount, terms, and method shall be determined by the Board of Directors.

Change of Status. If a member has not paid dues by the time their membership expires, the member shall be automatically dropped from membership in SEA-PAH.

Section D. Associate Member

Eligibility and Procedure. An Associate Member shall be a person between the ages of 18 through 20 years old. Any person eligible for membership shall become an associate member by completing and submitting an official application and paying dues. An associate member does not have full club benefits such as attending socials or other events held in 21+ spaces but is afforded all other benefits as assigned by the board.

Dues. An Associate Member shall pay dues once upon submitting an official application. The amount, terms, and method shall be determined by the Board of Directors.

Change of Status. An associate member’s membership will automatically end on their 21st birthday. If they wish to continue membership with SEA-PAH they must apply to be a general member and pay the associated annual dues.

Article IV - Board of Directors and Officers

Section A. Board of Directors

Board Composition. The Board of Directors shall be composed of no less than 5 and no more than 11 Directors. If at any time the number of Directors falls below 5, a special election may be called by a vote of the remaining board of directors in order to fill a functional amount of open positions. The number of board members shall be determined by the board prior to soliciting nominations for the following year.

Board Powers. The Board of Directors shall have full power and authority over the affairs of SEA-PAH, except that the Board of Directors may not alter any decision binding vote of the members.

Board Qualifications. The Directors shall be members in good standing of SEA-PAH at the time of their nomination, election, and appointment. Directors will also maintain an active membership in SEA-PAH for the duration of their term in office.

If a Director shall fall out of good standing, then the Director shall be suspended from their duties on the board until such time as they are able to return to good standing. If the Director is unable to resolve the issue that leads to falling out of good standing within thirty days, this shall be considered as voluntarily resigning from the role.

Board Term. The Directors shall be elected for a term of two years or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected.

In the event that open positions are unable to be filled for a vacancy for the board of directors through the normal election process, the board of directors may choose to extend the term of a director by one year by a majority vote of the board of directors. At the conclusion of the extended term, the director will be ineligible to serve again on the board of directors for a period of one year.

A Director shall be eligible to serve a maximum of two (2) consecutive terms. For the purpose of calculating term limits under this Bylaw, any service by a Director during a duly elected or appointed term, regardless of the duration of such service, shall constitute a full term. This provision shall apply equally to terms concluded by resignation, expiration, or any other cause.

Director Vacancies.

Early Vacancies. A director vacancy which occurs within the first three months after the annual meeting shall be filled by the individual who received the next highest number of votes for a director position during the previous election if they so choose, otherwise the following policy applies.
Later Vacancies. A vacancy which occurs later than three months after the annual meeting - the Board may open applications for director roles to the membership. Those open roles will be filled by a majority vote of those present at a meeting of the Board of Directors, even if less than a quorum is present. Upon election to fill the vacancy, the Director shall serve for the unexpired term.

Removal. A Director may be removed by either a two-thirds vote of the members during a special or annual meeting, or a vote of two-thirds of the entire Board of Directors, provided that notice of intent to remove that Director has been given to the members or Board of Directors, respectively.

Section B. Officers

The officers of SEA-PAH shall be a President, a Vice-President, a Secretary, and a Treasurer.

Officer Qualifications. The officers shall be Directors of the Board of Directors of SEA-PAH.

Officer Duties.

President. The President shall:

Preside over the meetings of the members and Board of Directors
Speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors

Vice-President. The Vice-President shall:

Perform the duties of the President in the absence of the President
Speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors

Secretary. The Secretary shall:

Keep a record of all meetings of the members and Board of Directors
Keep and manage the official records of SEA-PAH
Manage the records retention and data privacy policy of SEA-PAH
File all necessary non-financial paperwork with government agencies
Speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors

Treasurer. The Treasurer shall:

Maintain the books of accounts
Maintain all records of income and expenditures
File all necessary financial paperwork with government agencies
Speak on behalf of SEA-PAH, subject to guidelines established by the Board of Directors

Officer Election. The officers shall be elected by the Board of Directors at the first meeting of the new Board of Directors after the annual meeting. Elections for officers shall be by ballot for any office with more than one nominee.

Officer Terms. The officers shall serve for one year or until their successors are elected, and their term of office shall begin at the close of the meeting at which they are elected.

Officer Limitations. No member may hold more than one office at a time.

Officer Vacancies.

President. In the event of a vacancy in the office of President, the Vice-President shall become President for the unexpired term. In the event that the Vice-President is unable or unwilling to serve, the Board of Directors shall appoint another member of the Board to the office by a two-thirds vote of the remaining Board of Directors.
Early Vacancy. A vacancy in any office except President which occurs during the first three months of the officer’s term - the Board of Directors shall choose the person to fill the role per Article IV, Section A.
Later Vacancy. A vacancy in any office except President which occurs after the first three months of the officer’s term shall be filled by a member elected by the Board of Directors.

Officer Removal. Officers may be removed from office by two-thirds vote of the entire Board of Directors during a regular board meeting or Executive Session. The vote to remove from an officer role may be separate from removal from the Board of Directors.

Article V - Meetings

Section A. Types of Meetings

Annual Meeting of the Members. An annual meeting of the members shall be held in January. The date, time, and location shall be determined by the Board of Directors. The annual meeting shall be for the purposes of electing the Directors, receiving reports from the officers and Board of Directors, and for any other business that may arise.

Post-Annual Executive Session. The new Board of Directors shall meet within ten days in executive session after the adjournment of the annual meeting for the purpose of electing the officers and for any other business that may arise.

Special Board Meetings. Special meetings of the Board of Directors may be called by the President and shall be called upon the written request of three Directors. The purpose of the special meeting shall be stated in the meeting notice, which shall be sent at least three days before the meeting.

Special Meetings of the Members. Special meetings of the members may be called by the President or the Board of Directors during a regular board meeting or executive session, or shall be called upon the written request of five percent of the members. The purpose of the special meeting shall be stated in the meeting notice. Verification of the signatures on the written request shall be made by the Secretary.

Notice of Special Meeting of the Members. The Secretary shall send a notice of the annual meeting or any special meeting to the members between ten and fifty days before the date of the meeting. The notice shall include the date, time, location, and subject of the meeting.

Executive Sessions. An Executive Session is a closed-door meeting of only the Board of Directors held to discuss confidential matters such as personnel issues, legal strategies, or sensitive financial information. Only Board members and invited guests (such as legal counsel) are permitted to participate. Minutes from these sessions will not be available to the public.

An Executive Session may be called by the Chair of the Board or by a majority vote of the Board members. A motion to move into Executive Session shall be made and seconded; a majority vote of the Board members present is required to enter.

Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly or more frequently. The Board of Directors may determine the date, time, and location. Notice shall be sent at least three days before a regular meeting.

Section B. Member Meeting Quorum

Five percent of the members of SEA-PAH shall constitute a quorum for special or annual meetings. The quorum must be present during the entire duration of the meeting in order to conduct business.

Section C. Meeting Locations

Meetings may take place in person or remotely as decided by the Board of Directors.

Section D. Remote Participation

When provided for by the Board of Directors, meetings of the members held by remote communication should allow participation to the greatest practical extent. Members may not vote by proxy.

Section E. Regular Board of Directors Meeting Quorum

A majority of the Directors shall constitute a quorum for meetings of the Board of Directors, provided that in no case shall the quorum be less than three Directors.

Section F. Voting

Voting at a regular meeting. At a meeting of the Board of Directors, a vote of a majority of those present shall be required to adopt any main motion or resolution, or to elect or appoint, unless a greater number is required by these bylaws, special rules of order, or the parliamentary authority.

Unanimous Consent by Email. A motion may be made and adopted by unanimous consent of the Board via email between the board members. Such action shall be deemed to have been taken at the time the last Board member provides written affirmation. Results shall be disclosed in the minutes of the following board meeting.

To be effective, unanimous consent by email must:

Be initiated by a written motion sent to all Board members
Receive written consent from all Board members
Not be subject to any discussion or debate

Section G. Remote Participation

Members may participate in meetings of the Board of Directors using conferencing services or hardware so that participants can communicate clearly with each other. Participating in this manner shall constitute presence in person at the meeting.

Section H. Attendance by Non-members

Members of SEA-PAH and non-member community who are not Directors have the right to attend meetings of the Board of Directors in person or online except when in executive session or member-only special meetings.

Article VI - Nominations and Elections

Section A. Election Committee

Composition. An Election Committee of three members shall be appointed by the Board of Directors no later than September 30. The President shall not be a member of the Election Committee. No member of the Election Committee shall be a nominee for the Board of Directors. Members of the Election Committee shall not be eligible for election to the Board of Directors during the period they are serving on the committee.

Duties. The Election Committee shall:

Solicit nominations for the Board of Directors
Place on the ballot all qualified nominees who consent to serve
Conduct the election
Count the ballots
Report the vote counts at the annual meeting
Perform any other duties specified in the standing rules or as directed by the Board of Directors

Section B. Nominations and Election

Nominations. Nominations for the Board of Directors shall be submitted to the Election Committee no later than December 1.
Method of Voting. The election of Directors shall be conducted by mail or electronic transmission.
Duration of Voting. The polls shall be opened at least twenty-one days prior to the annual meeting and shall close when the annual meeting begins.
Plurality Vote. Election of Directors shall be by plurality vote. Cumulative voting shall not be used.
Repeated Balloting. Any repeated balloting shall be done during the annual meeting.

Article VII - Committees

Standing Committees are permanent and persist throughout the year unless dissolved by the Board of Directors.

Special Committees are temporary and shall be dissolved upon completion of their assigned task. Unless specifically called out in an establishing motion, all committees are considered Special Committees.

Section A. Budget Special Committee

A Budget Committee may be appointed by the Board of Directors no later than October 31. If formed, the duty of the committee shall be to recommend a budget no later than November 30 for the next fiscal year.

Section B. Audit Special Committee

An Audit Committee shall be appointed by the Board of Directors annually or whenever there is a change in Treasurer. The Treasurer during the period of the audit shall not be a member of the Audit Committee. The Treasurer will make available to the committee the complete books of the organization for inspection. The duties of the committee shall be to audit the Treasurer’s accounts, account for the organization’s assets, and to report to the Board of Directors annually.

Section C. Disciplinary Standing Committee

A Disciplinary standing committee shall be appointed by the board of directors consisting of members of the board of directors. The duty of the committee shall be to handle and investigate member disciplinary matters in a fair and impartial manner.

Section D. Election Special Committee

An Election Committee shall be appointed and shall have the duties described in Article VI, Section A.

Section E. Other Committees

Other committees, standing or special, may be created by the Board of Directors. A committee that will have the power to act on behalf of the Board of Directors may be created by a resolution adopted by a majority of the entire Board of Directors and shall include among its members at least one other Director; such resolution shall also describe the powers the committee is to have.

Section F. Appointment

The chairpersons and members of all committees shall be appointed by the Board of Directors unless this rule is suspended or a motion is presented and voted upon by the Board of Directors to delegate this responsibility to a committee chairperson.

Section G. President’s Ex-Officio Membership

The President shall be an ex-officio member of all committees except the Election Committee.

Article VIII - Notices and Voting

Section A. Notices

Electronic Notices. Any notice required to be delivered to a member or Director may be sent electronically, provided that the member or Director has consented to receive electronic notices and a record of that consent is kept by the Secretary. Consent may be revoked by sending a record to the Secretary and shall be revoked if two consecutive notices cannot be delivered.

Other Notices. Notices for members or Directors who have not consented to electronic notices shall be sent by first-class mail.

Section B. Voting by Mail or Electronically

Used for Any Matter. The vote by the members on any main motion or resolution may be conducted by mail or electronic transmission.
Eligible Voters. The current members in good standing at the time the ballots are mailed or the notice is sent shall be the eligible voters.
Quorum. A quorum of the eligible voters, as described in Article V, Section B, shall be required to validate any vote by mail or electronic transmission.
Voting Period. The initial deadline for returning ballots for any vote other than the election of board members shall be between ten and fifty days from the date of mailing. The deadline can be extended by the Board of Directors only when an insufficient number of ballots have been received to validate the vote.

Article IX - Code of Conduct and Member Discipline

Section A. Code of Conduct Availability

The SEA-PAH Code of Conduct shall be a written document outlining the standards of behavior expected of all members, volunteers, and participants in SEA-PAH events and activities. The Code of Conduct shall be readily available to the public and shall be posted on the SEA-PAH website at www.seapah.org.

Section B. Code of Conduct Amendments

The Board of Directors may amend the Code of Conduct at its discretion. Proposed amendments shall be presented at a duly constituted Board meeting; members shall be notified in advance and shall have the opportunity to speak about proposed changes. A majority vote of the Directors present is required to adopt an amendment. Members shall be notified after adoption.

Section C. Disciplinary Authority and Procedures

Board Authority. The Board of Directors shall have the ultimate authority to impose disciplinary actions on members who violate the Code of Conduct or other organizational policies. The Disciplinary Committee may also investigate non-member conduct where it may affect the organization’s members or a SEA-PAH event.

This authority only extends to SEA-PAH members within the context of the organization’s events, activities, or in relation to membership status. If an individual poses a significant safety concern, the member should contact the appropriate venue, civil, or law enforcement agency.

Investigating Committee. The Board may appoint an investigating committee composed solely of Directors to investigate allegations of misconduct. The investigating committee shall have the authority to:

Conduct interviews with relevant parties
Record interviews and create transcripts
Retain recordings and transcripts for at least one year or for the duration of any imposed punishment, whichever is longer
Handle all recordings and transcripts in accordance with the SEA-PAH Data Protection Policies and any relevant state or federal law

Trial and Penalty Determination. The Board shall determine whether a trial is necessary and, if so, shall conduct the trial and determine the appropriate penalty.

Voting Requirements:

A majority vote of the entire Board of Directors is required to determine guilt and impose a penalty
A two-thirds vote of the entire Board of Directors, by ballot, is required to impose the penalty of expulsion

Expulsion Restriction. The penalty of expulsion may not be imposed during a meeting of the members.

Finality of Decisions. Disciplinary actions imposed by the Board of Directors shall be binding and irrevocable, except by the same Board of Directors acting within the same calendar year in which the penalty was imposed.

Section D. Disciplinary Committee

The Disciplinary Committee shall have the authority to investigate and adjudicate allegations of misconduct by SEA-PAH members. In carrying out its duties, the Committee shall:

Adhere to Established Procedures: Strictly follow the organization’s established procedures and guidelines for investigations, hearings, and decision-making
Focus on Specific Allegations: Confine its inquiry to the specific allegations brought against the individual
Determine Facts, Not Legal Issues: Make findings of fact based on the evidence presented, but shall not make legal determinations
Recommend Actions: Recommend appropriate sanctions within the limits of the organization’s policies, subject to the approval of the Board of Directors
Maintain Confidentiality: Maintain the confidentiality of the proceedings to the extent permitted by law and organizational policy

The Committee may seek legal advice on procedural matters but shall not delegate its decision-making authority to legal counsel. The Committee will not investigate interpersonal conflicts that are not against the SEA-PAH Code of Conduct.

Section E. Disciplinary Actions

Based on the findings of the Disciplinary Committee’s investigation and the Board’s determination, the Board of Directors may impose the following disciplinary actions:

Temporary Suspension: A temporary suspension of membership privileges, including the right to vote, hold office, or participate in organizational activities
Extended Suspension: A longer-term suspension of membership privileges
Restriction of Event Attendance: Preventing a member from attending specific SEA-PAH events or functions
Revocation of Membership: Temporarily or permanently revoking a member’s membership
Committee Membership: Suspending or terminating a member’s participation in a SEA-PAH committee

Section F. Notification to Venue Management

In cases of severe misconduct or repeated violations, the Board of Directors may notify venue management of the individual’s behavior. This notification shall be limited to specific events where the individual’s conduct may pose a risk to the event or other attendees.

Article X - Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern SEA-PAH in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order SEA-PAH may adopt, and any statutes applicable to SEA-PAH.

Article XI - Amendment

These bylaws may be amended by the members by a two-thirds vote, provided that notice of the proposed amendment has been given to the members no less than ten days prior to the meeting at which the amendment will be considered. The final vote on the amendment shall be conducted by mail or electronically, as described in Article VIII, Section B.

Article XII - Changes Required by Law

If at any time the bylaws are not in alignment with local, state, or federal laws, the Board may unilaterally (without a vote of the membership) vote to update the bylaws to stay in compliance with all applicable laws.

As amended by the membership of Seattle Pups and Handlers June 12th, 2025

Amended September 10, 2022 · Amended August 12, 2017 · Amended October 17, 2015 · Adopted October 19, 2013