THE LEAD DOG PROJECT BYLAWS
Revised May, 4th 2026 Revision
ARTICLE I. OBJECTIVES
The mission of The Lead Dog Project is to educate, inspire, and connect people of all backgrounds through the world of sled dog sports—honoring tradition while embracing the future. We promote ethical care, training, and stewardship of canine athletes across all disciplines of sled dog sports, celebrating the powerful bond between humans and working dogs. Through inclusive and accessible education, hands-on experiences, and community engagement, we foster lifelong learning and leadership in the mushing community.
The vision of the Lead Dog Project is to create an informed mushing community through accessible education, guided by our core values. We envision a connected mushing world where education empowers conscientious care, responsible recreation, and a deep appreciation for the partnership between humans and dogs.
In pursuit of this purpose, the Corporation shall act in accordance with Robert’s Rules of Order to ensure transparency and consistency throughout the organization.
These objectives are carried out exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II. DEFINITIONS/ABBREVIATIONS
1. LDP: Lead Dog Project
2. Board or Board of Directors: Refers to members of the corporation who have been elected to represent and govern the corporation
3. Member: Refers to any natural person defined in Article III section 1
4. Quorum: Specifically defined amount of eligible people present required to convene a meeting and make binding decisions
5. Vacancy: A board seat that has become available at any point as defined by Article IV section 7
6. End of Term: The conclusion of Board seat terms as defined in Article IV section 2
ARTICLE III. MEMBERSHIP
Section 1. Eligibility
Membership in The Lead Dog Project is open to any natural person who supports the mission and vision of the Corporation and pays the annual membership fee.
Section 2. Membership Classes and Voting Rights
Membership is available for an annual fee as determined by the Board of Directors. Individuals aged 14 and older are entitled to vote. Membership is free for individuals under age 14; however, they do not have voting privileges.
Section 3. Membership Year
The membership year shall begin on October 1 and end on September 30 of the following calendar year.
Section 4. Membership Rights and Authority
Members are eligible and encouraged to serve on the Board and various committees.
Section 5. Annual Membership Meeting
An Annual Membership Meeting shall be held in October to finalize nominations for end-of-term Board positions, receive committee reports and conduct other business related to the membership. Notice of the Annual Meeting shall be provided to all members at least ten (10) days in advance via email.
Section 6. Special Membership Meetings
Special Membership Meetings may be called by the President, the Board of Directors, or upon written request of at least ten percent (10% rounded up) of the current voting membership. Notice of Special Membership Meetings shall be given to all members at least ten (10) days prior to the meeting.
Section 7. Membership Quorum
A quorum for membership meetings shall consist of ten percent (10%) of the current voting members. If a quorum is not initially present, a majority of those in attendance may recess and reconvene the meeting. Business may continue after quorum is established, regardless of subsequent departures. Proxy voting shall not be allowed. A virtual meeting link will be provided for members to call in to participate and be considered part of the quorum.
Section 8. Voting Procedures
In meetings with a quorum, a majority vote of members present shall constitute an act of the membership.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors (“Board”).
Section 2. Composition and Tenure
The Board shall consist of no more than eleven (11) Directors and no less than required by state and federal statutes for non-profit corporations, including Officers. All Directors must be members of the Corporation. Each Director shall serve a two-year term begining on November 15th and concluding two (2) years later on November 14th.
To establish staggered terms, at the Corporation’s formation, a simple minority of the initial Directors shall serve one-year terms. All subsequent terms shall be two years.
Section 3. Board Member Elections
Elections for new members of the Board upon the conclusion of terms shall be as follows:
The current Secretary of the Board will send notice to the General Membership via official channels as to the Board members whose terms are ending no less than ten (10) days prior to the Annual Membership Meeting.
Members may nominate any person to be voted upon to fill the Board seats, anyone may be nominated, but they must become a member of LDP before their nomination can be voted upon.
Nominations can be made electronically or in person at or before the Annual Membership Meeting. The nominee must accept the nomination via email or in person at the Annual Membership Meeting before voting takes place.
Members in good standing may nominate any person to ve voted upon by the board. Anyone may be nominated, but they must become a member before their term begins.
A Special Board Meeting shall be held no more than ten (10) days following the Annual Membership Meeting to elect Board members from the nominations received at the Annual Membership Meeting.
Board terms shall begin November 15th and conclude two (2) years later on November 14th.
Section 4. Board Meetings
4a. Regular Board Meetings: Shall be held at least quarterly and may be virtual or in person. Notice shall be provided to all Board members in a timely and reasonable manner. Members in good standing are welcome to attend Regular Board Meetings.
4b. Member Comment: During every Regular Board Meeting, there shall be a defined period for “Member Comment” in which Members in good standing are allowed to comment.
4c. Special Board Meetings: May be called by the President or any Director and must have no less than five (5) days notice via email.
Section 5. Quorum and Voting
A majority of current Directors shall constitute a quorum. Once a quorum is established, the Board may conduct business regardless of later departures. Proxy voting is not allowed. Each Director shall have one vote.
Section 6. Action Without a Meeting and Electronic Voting
Any action taken by the Board of Directors may be taken without a meeting if all Directors are provided with notice of the proposed action and the opportunity to participate in an electronic vote.
Electronic voting may be conducted via email, provided that:
The proposed motion or action is clearly stated;
All Directors are simultaneously provided with the proposed motion and any relevant supporting information;
A reasonable deadline for responses is established and communicated;
A quorum of Directors participates in the vote; and
The action is approved by the vote required under these bylaws for Board action.
The results of any electronic vote shall be recorded in the minutes of the next Board meeting and maintained as part of the official records of the organization. It shall be documented in the minutes in the following format:
Date of Electronic Vote:
Director ________ motioned “content of motion”
Director ____________ 2nd
X yay, X nay, Motion passes/fails
Section 7. Vacancies
The Board may declare a Board seat vacant when the Director:
Resigns;
A director may resign at any time. The resignation must be in writing to the entire board. It will become effective upon receipt.
Misses three (3) consecutive meetings in a year, which is deemed a voluntary resignation;
At the meeting directly following the third missed meeting the Board shall vote upon the removal of the Director.
Removal of a Director:
A Director may be removed with or without cause, by a majority vote of the Board. Written notice of the proposed removal must be provided at least ten (10) days prior to the Regular Meeting, in which all Board members are cc’d on. The Director shall be given the opportunity to respond and the vote shall happen at the next Regular Board Meeting.
Filling Vacancies
A person appointed to fill a vacancy serves until the expiration of the term for which appointed
The person appointed to fill a vacant Officer position must be a current Board Member
President position vacancy shall be filled by the Vice-President, at which time the Board shall vote on a replacement Vice-President
Vice-President, Treasurer, and Secretary positions vacated must be filled with a current member of the Board, thus resulting in an open Director seat which shall be filled via an appointment from the nomination pool and confirmation from a majority vote of the current Board.
Section 8. Compensation
Directors shall serve without compensation and may not accept personal or business bribes or gifts in exchange for favorable action towards any individual or group..
Section 9. Duties and Responsibilities
The Board shall:
- Set policy
- Approve annual budgets
- Oversee staff and programs
- Direct committees
- Ensure alignment with the Corporation’s mission
- Complete an annual review of all governing documentation to ensure continued alignment & relevance with Mission success
Section 10. Committees
The Board may create committees by a motion and majority vote. Each committee shall include at least one (1) Director, who shall serve as liaison to the Board. Committees may also include other Directors and members of the Corporation. All committees operate under the authority of the Board and shall report regularly to the Board. The Board may modify or dissolve any committee at any time.
ARTICLE V. OFFICERS
Section 1. Composition and Election
The principal Officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer.
At the Regular Board meeting after the Annual Membership Meeting Officers shall be elected from among the current Directors. Only individuals serving as Directors are eligible to be elected as Officers.
Once elected, Officers will serve in that position for one term year. Current Officers are allowed to be re-nominated, but a vote must take place.
At the conclusion of an Officer’s term, or when a vacancy occurs, the Board of Directors shall nominate candidates from among the current Directors at a meeting where quorum is established.
Election as an Officer assigns specific duties and responsibilities but does not create additional voting power beyond that of other Directors.
If a Director ceases to serve on the Board for any reason, they shall simultaneously cease to hold any Officer position.
Section 2. President
The President shall serve as the Chief Executive Officer of the Corporation and preside at all meetings of the Board and the Membership. The President shall ensure implementation of Board decisions, and oversee alignment of organizational activities with the Corporation’s mission. The President shall also perform such other duties as may be assigned by the Board.
Section 3. Vice President
The Vice President shall perform the duties of the President in the event of the President’s absence or inability to act. The Vice President shall also assist the President in carrying out their responsibilities and may be delegated additional authority or tasks by the President or the Board of Directors.
Section 4. Treasurer
The Treasurer shall oversee the financial affairs of the Corporation, including the maintenance of accurate and current financial records. The Treasurer shall ensure proper deposit and disbursement of funds, present regular financial reports to the Board, draft an annual budget, and assist in the preparation and filing of annual tax documents. The Treasurer is responsible for ensuring compliance with all financial reporting and recordkeeping requirements and shall serve as the custodian of the Corporation’s funds and fiscal records.
Section 5. Secretary
The Secretary shall be responsible for recording and maintaining minutes of all meetings of the Board and the Membership and distributing such minutes to the Board in a timely manner. The Secretary shall serve as custodian of the Corporation’s records, including its corporate seal, and ensure that all necessary filings, reports, and documentation required by law are completed and maintained. Unless delegated to the Treasurer, the Secretary shall oversee organizational compliance with reporting obligations.
ARTICLE VI. DISSOLUTION CLAUSE FOR GAMING PROCEEDS
Section 1. Dissolution Clause for Gaming Proceeds
In compliance with (15AAC 160.020) (a) (5) the Lead Dog Project addresses the dissolution of net proceeds from charitable gaming activities in the following manner. In the event that the Lead Dog Project dissolves as an organization, all net proceeds from charitable gaming will be distributed to one or more existing permittees, other than a multiple-beneficiary permittee, in accordance with 15 AAC 160.020(a)(5). These permittees shall be chosen based on their mission to foster a culture of excellence, empathy, and education in sled dog sports.
In addition they must adhere to the following State statutes and regulations: Net Proceeds 15 AAC 160.810; Bank Accounts 15 AAC 160.820; NET Proceed held for more than one year 15 AAC 160.822; Methods of Accounting 15 AAC 160.830; Permittee quarterly and annual reports AAC 160.840 and 15 AAC 160.80; Retention of Records AAC 160.870; Authorized expenses Sec. 05.15.160; Member in charge A-E Sec. 01.15.112; Contracts between permittees and operators Sec. 01.15.115.
ARTICLE VII. AMENDMENTS
Section 1. Board Approval
Amendments to the Bylaws require approval by a two-thirds (2/3) vote of the Board of Directors at any duly called meeting at which a quorum is present.
Section 2. Optional Membership Ratification
The Board may, at its discretion, submit approved amendments to the voting membership for ratification at the next Annual Membership Meeting or at a Special Membership Meeting called for that purpose. Ratification by the membership, if sought, shall require a simple majority vote of the members present or voting by authorized means.
Section 3. Effective Date
Unless otherwise specified in the amendment text, approved amendments shall take effect immediately upon adoption by the Board of Directors.
ARTICLE VIII. ANNUAL REVIEW OF DOCUMENTATION
Section 1. Bylaw Review
These bylaws shall be reviewed annually according to the following steps:
Current bylaws shall be provided to the general membership in a timely manner in advance of the Annual Membership Meeting.
Members may submit suggested changes via electronic means or in person at the Annual Membership Meeting. All suggested changes must be submitted by the end of the Annual Membership Meeting to be considered a change for the next year.
The Secretary of the Board, or another Director as designated by the President, shall incorporate all suggested changes into a redline version of the Bylaws. The redline document must be sent out to the Board and General Membership in a timely manner before the Regular Board Meeting immediately following the Annual Membership Meeting. The Regular Board Meeting immediately following the Annual Membership Meeting shall be when the changes are voted upon.
General Members are welcome to join the Regular Board Meeting and make comments only during the “Member Comment” period of the agenda.
Each suggested redline item shall be voted upon individually, and recorded in the minutes.
After the Regular Board Meeting, the Secretary shall compile a clean copy of all the approved changes and send it to the General Membership and Board in a timely manner prior to the next Regular Board Meeting.
Any disputes to the official document may be presented to the Board via email or in person at the next Regular Board Meeting and make comments during the “Member Comment” period of the agenda. The final version shall be voted upon as a whole document after all Members have made their comments. Upon the conclusion of that meeting the Bylaws shall be finalized for the next year and any suggested changes shall be considered in accordance with Article VII: Amendments.