IBB BYLAWS

The legal name of this organization shall be International Barking Brigade, a New York Non-Profit Corporation, hereinafter referred to as the "Corporation." The abbreviation IBB is authorized for all official and community correspondence.

Section 2.1 Primary Purpose

The International Barking Brigade (IBB) is currently organized and operated as a Not-for-Profit Social Club. Our primary mission is to provide a safe, educational, and social environment for members of the pup, furry, and AB/DL lifestyles.

Section 2.2 Transition to Non-Profit Status

It is the express intent of the Board of Directors to transition the Corporation to a 501(c)(3) Non-Profit Charitable Organization. During this "Pre-Non-Profit" phase, the IBB shall:

• (a) Adopt financial transparency and governance standards consistent with 501(c)(3) requirements to ensure a seamless future application.
• (b) Operate exclusively for the community's benefit, ensuring no part of the net earnings inures to the benefit of any private individual.
• (c) Maintain the Search Directory and safety resources as a public service to the community.

Section 2.3 Operational Objectives

• (a) Crisis Intervention: Utilizing volunteer monitors to provide peer-to-peer support and suicide prevention resources within the community.
• (b) Education: Promoting anti-bullying and the principles of P.L.U.R. (Peace, Love, Unity, and Respect).
• (c) Accountability: Maintaining a registry of vetted Organizations and Packs that meet IBB standards for safety and integrity.

Note: Until federal 501(c)(3) status is granted by the IRS, contributions to the IBB may not be tax-deductible. The Board will notify all members immediately upon any change in tax status.

Section 3.1 Principal Office

The principal office for the transaction of the business of the Corporation may be established at any place within or without the State of New York as the Board of Directors may from time to time determine.

Section 3.2 Registered Agent

The Corporation shall maintain a registered office and a registered agent in the State of New York as required by the Non-Profit Corporation Act. The Board may change the registered agent or office location via a standard Board resolution.

Section 3.3 Digital & Satellite Offices

Given the digital nature of the community, the Corporation may maintain virtual offices, secure servers, and administrative sub-offices in such places as the business of the Corporation may require.

Section 4.1 Membership Classes

The IBB shall consist of two primary classes of membership: (a) PACK Membership and (b) INDIVIDUAL (Non-Pack) Membership.

Section 4.2 Pack Qualification & Charters

Local groups may apply for an IBB Pack Charter under the following conditions:

• (a) A group must consist of three or more individuals, with at least one member being 18 years of age or older.
• (b) Upon qualification, the Corporation shall issue an official Pack Charter.
• (c) All Packs must abide by the terms of the Charter Agreement, including all safety and anti-bullying updates made by the Board of Directors.
• (d) Packs shall maintain an active roster of members to be filed with the Corporation.

Section 4.3 Council Representation

To ensure diverse governance, the IBB recognizes a Membership Council consisting of both Pack and Individual (Non-Pack) representatives to act as a bridge between the community and the Board.

Section 4.4 Voting Rights

(a) On matters put to a membership vote, each chartered Pack and recognized Council shall have one (1) vote. (b) Membership voting on Bylaw amendments shall be conducted in accordance with the procedures outlined in Section 10.11.

Section 4.5 Denial or Termination of Membership

(a) The Board of Directors may deny or revoke membership for "Cause," defined as actions prejudicial to the safety, reputation, or best interests of the Corporation, including violations of anti-bullying policies. (b) Notice of removal shall be sent via certified electronic or physical mail. The Member has forty-five (45) days to appeal in writing. The Board shall issue a final decision within sixty (60) days. (c) Illegal substances are strictly prohibited at IBB-sanctioned events. Verification of illegal drug use/distribution is grounds for immediate membership review under subsection (a).

Section 4.6 Resignation and Reinstatement

Members may resign via written notice to the Secretary. Resignation does not waive outstanding financial obligations. Former members may apply for reinstatement subject to Board approval and any terms deemed necessary to protect community safety.

Section 4.7 Transferability

Official IBB Pack Charters are non-transferable. Individual memberships may be transferred between Packs in accordance with established administrative procedures.

Section 4.8 Dues and Fees

The Board shall determine annual dues and charter fees. Fees are calculated based on membership category. The Board may establish a fee-waiver program for members demonstrating significant financial hardship to ensure the IBB remains accessible.

Section 4.9 Non-Discrimination

IBB membership and employment shall be without regard to race, color, religion, national origin, gender, sexual orientation, or disability status. The IBB remains a specialized space intended for the support and education of human pups, handlers, and related lifestyles.

Section 5.1 Annual and Special Meetings

An Annual Meeting of the Member Packs shall be held at a time and place (physical or digital) designated by the Board. Special meetings for any purpose may be called by a two-thirds (2/3) majority vote of the Board of Directors or by written petition of at least 25% of the chartered Packs.

Section 5.2 Notice of Meetings

Notice of any meeting, stating the time, place, and agenda, shall be sent to each Member Pack via their registered email or physical address no less than twenty (20) and no more than ninety (90) days before the meeting date.

Section 5.3 Place of Meetings & Electronic Participation

Meetings may be held at the principal office of the Corporation, at a designated event site, or via electronic communication platforms (video conferencing/secure digital voting) as determined by the Board of Directors.

Section 5.4 Delegates and Representation

(a) Each Member Pack (Section 4.2) and recognized Council (Section 4.3) is entitled to appoint one (1) Delegate and one (1) Alternate Delegate. Delegates must be active members of the Pack or Council they represent and must be in good standing with the Corporation. Each Delegate may represent only one entity and holds only one vote.

(b) Individual (Non-Pack) members and affiliates may attend meetings as observers but do not hold voting privileges unless serving as a recognized Council Delegate.

Section 5.5 Quorum

At any meeting of the membership, a quorum shall consist of the presence (in person or via electronic means) of Delegates representing at least ten percent (10%) of the total chartered Packs in good standing.

Section 6.1 Powers and Duties

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board shall establish policies, oversee the Corporation’s financial health, and delegate administrative authority to the Alpha and designated staff.

Section 6.2 Composition and Qualifications

• (a) Number: The Board shall consist of no fewer than six (6) and no more than eleven (11) Directors.
• (b) Qualifications: Directors must be at least 21 years of age. A majority of the Board must be members in good standing of an IBB Pack for at least two years.
• (c) Outside Directors: Up to two (2) seats may be held by individuals outside the IBB membership who possess specialized expertise (legal, financial, or safety) relevant to the Corporation's mission.

Section 6.3 Nomination and Election

The Governance Committee shall present nominations for new Directors. Directors are elected by a two-thirds (2/3) majority of the Board currently in office. Upon full 501(c)(3) transition, the Board may implement a regional election system for Member Packs as outlined in the Corporate Handbook.

Section 6.4 Removal and Resignation

(a) Removal: A Director may be removed for cause (malfeasance, theft, or willful violation of bylaws) by a two-thirds (2/3) vote of the remaining Directors. (b) Attendance: Missing three (3) consecutive meetings without prior notice constitutes a voluntary resignation, unless the Board votes to retain the member. (c) Resignation: A Director may resign at any time via written notice to the Secretary.

Section 6.5 Meetings and Quorum

(a) Regular Meetings: The Board shall meet at least quarterly. (b) Quorum: A simple majority (51%) of the Directors currently in office shall constitute a quorum. (c) Participation: Directors may participate via secure electronic means (video/audio conference), which shall count as being present in person.

Section 6.6 Manner of Acting

The act of a majority of the Directors present at a meeting where a quorum is established is the act of the Board, except where a higher threshold is required by these Bylaws.

Section 6.7 Transparency

Board meetings shall remain open to Pack and Council representatives, except during "Executive Sessions" involving sensitive personnel, legal, or privacy matters.

Section 7.1 Designated Officers

The officers of the Corporation shall consist of the following roles. One individual may hold multiple offices, except that the Alpha may not also serve as the Scratcher or Digger.

• Alpha (President/CEO): The chief executive responsible for day-to-day operations and implementing Board policies.
• Beta (Vice President/COO): Direct assistant to the Alpha; assumes all duties in the Alpha’s absence.
• Scratcher (Secretary): Custodian of records, meeting minutes, and the Corporate Seal.
• Digger (Treasurer/CFO): Manager of all funds, financial reporting, and digital assets.
• Barker (Public Relations): Responsible for community outreach, media relations, and brand integrity.
• Member at Large: Acts as a liaison between the Board and the general membership; assists with administrative tasks.
• Senior Alpha (Advisor): The immediate past Alpha, serving as a non-voting advisor to ensure continuity of leadership.

Section 7.2 Election and Term of Office

The Alpha is elected for a two-year term during even-numbered years. All other officers are elected annually by the Board at the Annual Meeting. Officers serve until their successor is qualified or until their resignation, death, or removal by the Board.

Section 7.3 Authority of the Alpha

The Alpha is empowered to represent the IBB, negotiate business transactions, and supervise personnel subject to Board oversight. The Alpha shall keep the Board fully informed of all material organizational developments and staff performances.

Section 7.4 Duties of the Scratcher (Secretary)

The Scratcher shall ensure all notices are duly given in accordance with these Bylaws and shall maintain complete minutes of all Board and Membership meetings in a secure digital or physical format, accessible to Member Packs within 60 days of the meeting.

Section 7.5 Duties of the Digger (Treasurer)

The Digger shall be responsible for all Corporation funds, depositing them in Board-approved institutions, and rendering regular financial reports. The Digger shall also manage secure access to the Corporation’s digital payment gateways and financial accounts.

Section 7.6 Removal and Resignation

Any officer may resign at any time via written notice to the Alpha or Scratcher. The Board may remove any officer, with or without cause, by a two-thirds (2/3) majority vote, without prejudice to any existing employment contracts.

Section 7.7 Privacy and Confidentiality

(a) Discretion: All officers and staff must maintain strict confidentiality regarding sensitive member data and internal Board deliberations. (b) Representation: No member shall speak to the press or media on behalf of the IBB without prior authorization from the Barker or the Alpha.

Section 8.1 Standing Committees of the Board

The Board shall maintain the following standing committees to ensure oversight and integrity. All committee actions are subject to final Board approval.

• (a) Finance Committee: Chaired by the Digger (Treasurer), this committee oversees budgeting, financial audits, and expenditure approvals. They are responsible for presenting the annual budget for Board approval.
• (b) Membership & Safety Committee: Consisting of at least three Directors, this committee reviews membership applications, investigates reports of bullying or misconduct, and handles disciplinary recommendations. They have full investigative authority regarding Pack and Council compliance.
• (c) Governance Committee: Responsible for recruiting and vetting new Board members, managing elections, and ensuring these Bylaws remain up to date with New York State law.

Section 8.2 Operational (Corporate) Committees

The Alpha may establish, reorganize, or abolish operational committees to assist in day-to-day community programs. These may include, but are not limited to:

• (a) Events & Conventions: Coordinating the annual IBB International gathering.
• (b) Education & PLUR: Developing anti-bullying curriculum and lifestyle resources.
• (c) Media & Publications: Working with the Barker to manage the website, social media, and community newsletters.

Section 8.3 Committee Appointments

Except where otherwise noted, the Board Chair appoints Board Committee members with Board approval. The Alpha appoints members to Operational Committees. All committee members serve at the pleasure of their respective appointing authority.

Section 8.4 Rules and Procedures

Each committee may adopt its own operating procedures provided they do not conflict with these Bylaws. Minutes of committee meetings shall be maintained and provided to the Board of Directors upon request.

Section 9.1 Form and Location

The Corporation shall keep correct and complete books and records of account, minutes of proceedings, and a record of its Member Packs. These records may be maintained in physical or secure digital formats (including encrypted cloud storage and databases) at such places as the Board of Directors may determine.

Section 5.2 Inspection Rights

(a) Board Access: Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation.

(b) Member Access: Representative of Member Packs in good standing may, upon written demand stating a proper purpose, inspect the books and records of the Corporation during standard business hours. The Board may establish reasonable regulations to protect the privacy and anonymity of individual members and to prevent the disclosure of sensitive security data (such as server credentials or private community rosters).

Section 9.3 Corporate Seal

The Board may provide for a Corporate Seal, which shall contain the name of the Corporation and the state of incorporation (New York). This seal may be used in physical form or as a digital facsimile for the authentication of official corporate documents and certificates.

Section 9.4 Annual Report

The Board shall present an annual financial summary to the Membership Council, ensuring transparency regarding the use of dues, donations, and assets managed by the Digger (Treasurer).

Section 10.1 Compensation and Expenses

Directors shall serve without compensation for their roles as Board members. However, Directors and Officers may be reimbursed for reasonable, documented expenses incurred on behalf of the Corporation, or receive reasonable compensation for professional services rendered in a non-Board capacity (e.g., technical development), provided such arrangements are approved under the Conflict of Interest policy.

Section 10.2 Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 10.3 Financial Instruments and Contracts

(a) Authority: The Alpha, or agents designated by the Board, are authorized to execute contracts and instruments on behalf of the Corporation. (b) Controls: All checks, drafts, or electronic transfers exceeding an amount set by Board resolution must require two authorized signatures/approvals (typically the Alpha and the Digger).

Section 10.4 Assets and Trademarks

(a) Investments: All corporate assets and shares shall be held in the name of the International Barking Brigade. (b) Intellectual Property: The IBB name, logo, and "Barking Brigade" trademarks are the exclusive property of the Corporation. Use by Members or Packs is a limited, revocable license that terminates immediately upon resignation or removal from the organization.

Section 10.5 Dissolution

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the Supreme Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes.

Section 10.6 Amendments

(a) These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors. (b) Major amendments shall be shared with Member Packs; if 20% of Packs object in writing within 60 days, the amendment must be revisited. (c) Scrivener’s errors (typos) may be corrected by the Scratcher without a full Board vote.

Section 10.7 Notices and Communications

Except where otherwise required by law, all notices shall be deemed delivered when sent to the recipient's last known electronic mail address. It is the responsibility of each Member Pack to keep their contact data current in the IBB Directory.

Section 10.8 Indemnification

The Corporation shall, to the fullest extent permitted by New York law, indemnify any Director or Officer against expenses and liabilities incurred in connection with legal actions arising from their service, provided they acted in good faith and without gross negligence.

Section 10.9 Conflict of Interest Policy

No part of the net earnings of the Corporation shall inure to the benefit of any private individual. Any Director or Officer with a financial interest in a contract or transaction involving the IBB must disclose said interest and recuse themselves from all deliberations and voting regarding that specific matter.

Section 11.1 Governing Law

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the New York Not-for-Profit Corporation Act shall govern the interpretation of these Bylaws.

Section 11.2 Rules of Construction

For the purpose of these Bylaws, the following construction rules apply:

• (a) Gender: References to any gender include all genders and are intended to be inclusive of all members.
• (b) Number: The singular number includes the plural, and the plural includes the singular.
• (c) Person: The term "person" includes individuals, chartered Packs, partner organizations, and the Corporation itself.

Section 11.3 Severability

If any provision of these Bylaws is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity of the remaining provisions. The Board of Directors shall amend the affected provision to the minimum extent necessary to make it valid while preserving the original intent of the community.

Section 11.4 Headings

The headings and titles in these Bylaws are for convenience only and shall not affect the meaningful interpretation of the underlying sections.