Article One - Name:
The name of this association shall be “The Association for People and Dogs Zones”, a California non-profit unincorporated association, hereafter referred to as “the Association”.

Article Two – Offices:
The Association’s principal office is located at 464 Cole Ranch Road, Encinitas, California 92024. The Board of Directors may change the principal office from one location to another, or this section may be amended to state a new location. The Secretary shall note any change of the location of the principal office in the minutes of the meeting at which the change was adopted.

Article Three – Purposes:
The purposes of the Association are 1) to promote the establishment and use of off-leash recreational areas where people and dogs may safely and legally congregate and recreate without leashes, harnesses or other physical restraints; 2) to provide a forum for the free exchange of ideas, information, materials and support related to such off-leash recreation areas; 3) to participate on a local, state or national level with other organizations that share purposes and interests similar to the Association; and 4) to have and to exercise generally all other rights and powers conferred on the Association, provided however, that the Association is not organized nor shall it be operated for pecuniary gain or profit and it does not contemplate the distribution of gains, profits or dividends to the members thereof and is organized solely for non-profit purposes.

Article Four – Membership:
Membership in the Association shall be open to the public and the Association shall not discriminate on the basis of race, ethnicity, gender, religion or sexual orientation. The Association may refuse a person from becoming a member or may expel a member if the Board of Directors determines that such person does not embrace the purposes for which the Association exists.
Any member who has been a member for no less than 40 days shall be entitled to vote at any meeting at which votes of the members are held. Each member’s vote shall count as one vote and no member’s vote shall count as more than one vote. No proxy voting shall be allowed. Any matter upon which a vote is taken shall pass upon the affirmative vote of 51% of the members present.

Article Five – Board of Directors:
The business and affairs of the Association shall be conducted and controlled by a Board of Directors (hereafter, “Board”) consisting of nine (9) members. The initial Board shall be elected at the time of the adoption of these Articles. Upon election, the Board shall elect amongst themselves one (1) director to serve as Chairperson of the Board; one (1) director to serve as Treasurer of the Association and one (1) director to serve as Secretary of the Association. The Chairperson or her designate shall preside at Board meetings and at regular or special meetings of the members.
Election of directors to fill open Director seats shall be held at the annual meeting of the Association. The initial Directors shall hold their positions for staggered terms of one to three years, as determined by lots drawn at the first meeting of the Board, and as set forth below:
A) Three (3) Directors - three (3) years.
B) Three (3) Directors - two (2) years.
C) Three (3) Directors - one (1) year.
Thereafter, the seats on the Board shall be for terms of three years each so that one-third (1/3) of the seats come up for election annually. There shall be no limit, however, on the number of terms a member may sit as a director.
If any director is unable to complete his or her term of office, any vacancy on the Board shall be filled by a member of the Association to be selected by unanimous agreement of the remaining Directors. If for any reason the remaining Directors are unable or unwilling to appoint a new Director within 30 days of the vacancy, then the vacancy shall be filled by election of the members at a regular or special meeting.

Article Six - Board Meetings
There shall be at least one Board meeting per year, to be held no later than 30 days after then annual meeting. Notice of all Board meetings shall be mailed to all Directors by the Secretary, or by the Director calling the meeting, by mail no less than 21 days prior to the date of such meeting. At any Board meeting, the Board shall have the power to do all acts necessary to effectuate the purposes of the Association subject to the limitations of and consistent with applicable laws and regulations. Five (5) directors shall constitute a quorum at any Board Meeting. Each Director’s vote shall count as one vote and no Director’s vote shall count as more than one vote. All votes of the Board shall be by a majority vote. The Chairperson may vote in any vote taken by the Directors.

Article Seven – Association Meetings:
There shall be an annual meeting of the Association which shall be held on the second Friday of September each year at 7:30 P.M. at the Association's principal office or at such other location as shall be fixed by the Board. Notice of the annual meeting, other than the first annual meeting, shall be provided to all members in writing no more than 60 and no less than 30 days prior to the date of the annual meeting. If the Board wishes to hold regular meetings of the Association other than the annual meeting, the Board shall schedule all such regular meetings for the upcoming year within 30 days after the annual meeting at which the Board is elected, and shall provide notice of the date, time and location of the regular meetings in writing to all members within 35 days of the conclusion of the annual meeting.
Special meetings of the members may be called by any five directors or by members constituting 33% of the number of members of the Association. Notice of the date, time and location of any special meeting shall be provided in writing to all members no less than 15 days prior to the date of the special meeting.

Article Eight – Amendments:
These Articles of Association may be amended by the affirmative vote of 66% of the Directors of the Association at any Board meeting.

Article Nine – Insurance and Indemnification:
The Association shall purchase and at all times maintain in effect a policy or policies of insurance covering any liability to the public arising out of the activities of the Association, including any and all claims for such liability asserted against the Association or any member or director, in a benefit amount of not less than $250,000.
The Association shall defend, indemnify and hold harmless all members and directors for any liability to the public arising out of the activities of the Association, including any and all claims for such liability asserted against the Association or any member or director.

Article Ten – Books and Records:
The Secretary shall keep a permanent record of the minutes of all meetings of the Board and of the Association. Said record shall be made available to all members of the Association upon reasonable notice.
The Treasurer shall keep a permanent record of all income and expenditures made by the Association. Said record shall be made available to all members of the Association upon reasonable notice. At all regular meetings of the Board and of the Association, the Treasurer shall present a financial report detailing the income and expenditures of the Association since the previous Board or Association meeting, as the case may be. At the annual meeting, the Treasurer shall present a financial summary that summarizes the income and expenditures of the Association since the last annual meeting.

Article Eleven – Construction and Severability:
The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any one provision shall not effect the validity or enforceability of the remaining provisions hereof.