powered by Typeform

TERMS OF USE

 

     1.   SCOPE OF AGREEMENT

The following Terms of Use (“Agreement”) governs your use of websites located at Protectthepug.org and Protectthepug.cz (the “Sites”), which includes the websites of the Council of Protect the Pug, Inc.; separately incorporated Protect the Pug International, Inc., our affiliated organizations, independent PTPs, PTP Chapters and Medical Advisory Boards (collectively referred to as “PTP”). By accessing the Sites, you agree to be bound by and comply with the terms and conditions of this Agreement.  If, at any time, you choose not to accept the terms and conditions of this Agreement, do not access or use the Sites in any manner.

Please take a few minutes to read this Agreement carefully.

 

Please note: PTP makes no representations or guarantees that information on the Sites is accurate.  PTP asks users who submit content to affirm that any information in the content is accurate, but PTP does not verify the accuracy of the information submitted by users.  All content on the Sites is provided solely to assist users in exercising their own best judgment and at their own risk.

 

     2.   INFORMATION AND PASSWORDS

You may register and create a personal account to access certain features and functions of the Sites.  You are solely responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your account.  PTP does not retain liability or responsibility for such use.

 

     3.   USER SUBMISSIONS

User Content includes but is not limited to, any text, images, photos, audio, video, location data, ratings, reviews, compilations, messages or other information that is publicly displayed by you.  PTP asks users who submit User Content to affirm that any information in the content is accurate, but PTP does not verify the accuracy of the information submitted by users.

By submitting User Content to any part of the Sites, you represent and warrant that:

  • You are the sole author and owner of any intellectual property protected User Content you submit;

  • You are solely responsible for any contributions, comments or postings you submit, including any feedback or questions;

  • All User Content that you post is accurate;

  • You are at least 18 years old;

  • Your use of the User Content does not violate this Agreement and will not cause injury to any person or entity;

  • You have not been offered, have not accepted, and are not entitled to receive any compensation in any form and from any party in connection with submitted User Content; and

  • You will indemnify, defend and hold harmless PTP, its officers, directors, employees and agents from any third party claim(s) and any damages, losses or injuries resulting from the display of your User Content.

You further agree and warrant that you will not:

  • Submit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;

  • Submit any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

  • Submit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

  • Submit any User Content that is false or misleading;

  • Use the Sites for sales and marketing purposes;

  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • Invade another’s privacy in any way, including posting another’s personal details without their prior permission;

  • Manipulate identifiers in order to disguise the origin of any User Content submitted;

  • Act in a manner that affects other users’ ability to engage in real time exchanges;

  • Intentionally or unintentionally violate any applicable local, state, provincial, national or international law.

You acknowledge that PTP and its affiliates have the right in their sole discretion, to remove, refuse, move, edit or delete any User Content submitted, regardless of whether such content violates this Agreement.

Any submission to the Sites will be deemed and remain the property of PTP.  By submitting User Content to the Sites you hereby grant PTP and its affiliates a royalty-free, perpetual, irrevocable, world-wide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the User Content in any media or medium, form, format or forum.

PTP shall not be subject to any obligations of confidentiality regarding User Content except as expressly agreed by PTP, or as otherwise required by applicable law. Nothing contained in this Agreement shall be construed as limiting PTP’s rights, responsibilities and obligations under its privacy policy.


 

     4.   PTP INTELLECTUAL PROPERTY

PTP retains all right, title and interest, including all intellectual property rights, in and to the information and content on the Sites, including, without limitation, any text, graphics, logos, buttons, icons, images and audio clips (“PTP Content”).  In addition, this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by PTP, including PTP’s registered trademarks, service marks, logos, brand names, trade dress and trade names (“Trademarks”).

You have no rights in or to such PTP Content or Trademarks and you will not use any PTP Content or Trademarks, except as specifically permitted under this Agreement. You may not do or allow anyone else to do anything with the PTP Content or Trademarks which is not specifically permitted under this Agreement.  You may not use or display PTP’s Trademarks in any manner without PTP’s prior written consent.  Unless we specifically consent in writing, PTP’s Trademarks may not be used in connection with any product or service that does not belong to us, in any manner that is likely to cause confusion, or in any manner that disparages or discredits PTP.

Unless otherwise specifically set forth on the Sites or unless written consent is provided, you may only use and access, download and copy the PTP Content for your personal, non-commercial use, and you will not alter, erase or otherwise obscure our copyright, trademark, proprietary or other notices on the PTP Content. You acknowledge and agree that the PTP Content is made available for informational and educational purposes only, and is provided to assist you in exercising your own judgment. PTP Content is not a substitute for legal advice or your best judgment. The accuracy of PTP Content is not guaranteed, and PTP makes no representation or warranty of any kind. Unless otherwise specifically specified on the Sites, such as a PTP rating or alert, PTP Content should not be construed as a representation of the opinions of PTP. PTP does not give legal advice. Your reliance upon PTP Content obtained through the Sites is solely at your own risk. All rights not expressly granted in this Agreement are reserved to us.

 

     5.   NOTIFICATION OF INFRINGING COPYRIGHT-PROTECTED CONTENT

Material may be made available on the Sites by third parties not within our control. We are under no obligation to, and do not, scan material used in connection with the Sites for the inclusion of illegal or impermissible Content. However, we respect the copyright interests of others. It is our policy not to permit material known by us to infringe upon another party's copyright to remain on the Sites.

To notify PTP of alleged copyright or trademark infringement on the Sites, in accordance with 17 U.S.C. §512(C)(3), you should provide us with written notice that at a minimum contains:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

  • Identification of the copyrighted work that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PTP to locate the material;

  • Information reasonably sufficient to permit PTP to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Upon receipt of the above information, PTP will promptly investigate and take appropriate action, then notify you of that action at the contact address provided.

 

     6.   COMPLIANCE

You expressly agree that the Sites may only be used for lawful purposes as governed by any applicable international, national/federal, state, provincial or local laws, statutes, and regulations. You may not use the Sites in any way that could result in criminal or civil liability. Use of the Sites from outside of the United States shall be in compliance with the laws of the jurisdiction from which you access the Sites.

 

     7.   DISCLAIMER OF WARRANTY

PTP DOES NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF THE SITES AND DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE SITES. THE SITES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED. PTP DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES THAT ARE NOT SUBJECT TO EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OWN COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

 

     8.   INDEMNIFICATION

You agree to indemnify and hold harmless PTP and its respective officers, directors, employees, agents, independent contractors or licensors (collectively the "PTP Parties") from and against any and all claims, losses, expenses, demands or liabilities, including attorneys' fees and costs, incurred by the PTP Parties in connection with any claim by a third party (including any intellectual property claim) arising out of (i) your use of the Sites and any material you access using the Sites or by any other means; (ii) a third party's use of such material that you access using the Sites and make available to such third party; or (iii) your violation of this Agreement or any applicable law. You further agree that you will cooperate fully in the defense of any such claims. PTP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the relevant PTP Parties.

 

    9.   LIMITATION OF LIABILITY

Under no circumstances shall PTP be liable to you or any other party for any direct, indirect, special, consequential or exemplary damages, including but not limited to, damages for lost profits, business interruption, goodwill or other intangible losses of any kind arising from or relating in any way to (i) your use of, or inability to use, the Sites or the information contained in the Sites; (ii) any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure; and (iii) any other matter relating to the Sites, even if advised of the possibility of such damages.

 

     10.   TERMINATION

PTP may immediately suspend access to the Sites and remove and discard any Content you submitted to the Sites for any reason if PTP believes you have violated or acted inconsistently with the terms of this Agreement.  Termination of your access to the Sites may be effected without prior notice. PTP will not be liable to you or any third-party for termination of your access to the Sites.

 

     11.   RELATIONSHIP

Your use of the Sites does not create, and nothing contained in this Agreement will be deemed to establish, an employment, agency, franchise, joint venture or partnership relationship between you and PTP. Use of the Sites does not provide you with the authority to enter into any agreements for or on behalf of PTP. Moreover, use of the Sites does not grant you the authority, either express or implied, to incur obligations or liability on behalf of PTP. By using the Sites, you agree that no attempts to subject PTP to any such obligations or liability will be made.  

 

     12.   WAIVER

Failure by PTP to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

 

     13.   CHOICE OF LAW AND DISPUTE RESOLUTION

This Agreement and all other aspects of your use of the Sites shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflict of laws rules. You agree that you will notify PTP in writing of any claim or dispute concerning or relating to your use of the Sites and give PTP a reasonable period of time to address it before bringing any legal action, either individually or as a class member against PTP. You agree to submit to the personal jurisdiction of the state and federal courts located in the County of Nassau, New York, U.S.A.

 

     14.   OTHER AGREEMENTS

This Agreement shall be subject to any other agreements you have entered into with PTP.  If any such agreements conflict with the terms of the instant Agreement, the other agreements shall control.

 

     16.   ADDITIONAL TERMS

Certain sections or pages on the Sites may contain separate terms and conditions of use, which are in addition to the terms and conditions of this Agreement. Should there be a conflict, the additional terms and conditions will govern for those sections or pages.

 

     17.   SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

 

     18.   MODIFICATION

PTP reserves the right to modify this Agreement at any time, with or without notice to you.  Thus, you should check the Agreement periodically for changes.  You agree that PTP will not be liable to you or any third party for any modifications to the Agreement.

 

     19.   SECTION HEADINGS

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

 

     20.   EFFECT

This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assignees. Neither the course of conduct between the parties to this Agreement nor trade practice shall serve to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved.

Privacy Policy

powered by Typeform

Privacy Policy

Revised May 20th, 2018 - Removed the word "International" for consistency with official name filing.

The following is the Protect the Pug, Inc. online privacy policy, which governs how visitor information (your information) is gathered and used on PTP Internet sites, including the sites of our affiliated organizations, independent PTPs, PTP Chapters and Medical Advisory Boards (collectively referred to as “PTP”). Please take a few minutes to read this policy carefully.

 

Your Information that PTP May Collect Online

You can affirmatively submit to PTP certain user information pertaining to your interaction with PTP. User information may include a search query (such as the name and location of a business or charity) or other information as described more fully below. You can also provide location information (so that you can search near you or in an area you specify), or billing or donation information. We also may infer your geographic location based on your IP address or other information. User information may also include information pertaining to a marketplace complaint, such as your name, postal and e-mail address, phone and facsimile numbers, vehicle information such as vehicle identification number, and description of the complaint or customer review.

When you submit a comment to a blog post on the PTP website, you also submit your name and email address to PTP. PTP may share that information with a third party, if a third party originated the blog post. When you apply to be a PTP arbitrator, you submit your name, address and other contact information, and information about your qualifications. PTP may also collect information from a business that inquiries about National Affiliate sponsorship, PTP accreditation, conference attendance or program participation, some of which could constitute identifying information about a sole proprietor, as well as identifying information from individuals acting in their business capacity.

Some applications on PTP websites to which you may submit comments or other information are administered by third parties. These applications collect, use and share information under third party privacy policies.

PTP.org utilizes Google Maps API to provide consumers with the location of user selected businesses and/or organizations. This feature is added at the option of business. The user has the option to request directions to the business through Maps API. No user submitted data is collected, maintained or stored by PTP. Further information on Google’s privacy standards can be found at http://www.google.com/policies/privacy.

PTP’s websites are not designed with the purpose of attracting any person under age 13. PTP does not knowingly collect or maintain any personal information from children under the age of 13.

 

Cookies and Other Persistent Identifiers

PTP or third parties we contract with may use persistent identifiers such as cookies, embedded scripts, web beacons, pixel tags, log files, or similar technologies to collect certain information about visitors to our site and interactions with our online and mobile sponsorship information or advertisements.

 

For example, we may automatically collect certain non-personal information from you, including but not limited to your browser type, device type, geographical location, operating system, unique device identifier of any of your computer(s) or device(s) that are used to access the site, software version, Internet Protocol ("IP") address, phone model, phone operating system, and the domain name from which you accessed the site. We also may collect information about your use of the site, including the date and time you visit the site, the areas or pages of the site that you visit, the amount of time you spend viewing or using the site, the number of times you return to the site, other click-stream or site usage data, emails that you open, forward or click-through to our site, advertising that you click on, and other sites that you may visit.

You can still use PTP’s websites if you have set your browser to reject cookies or tracking identifiers, but it may prevent you from viewing or accessing some of the features of our sites.

 

Uses of Persistent Identifiers

PTP or third parties may use identifiers to generate certain kinds of site usage data, such as the number of hits and visits to our sites. This information is used to understand how visitors use our sites and provide better services to you. PTP or third parties may also use identifiers to personalize the display of sponsorships or advertisements and customize the content you see while using our sites and sometimes while visiting other websites.

 

PTP may transfer, or allow third parties to collect, analytic information about your visit to PTP websites to help us improve our websites and better serve you when you visit us online in the future. Analytic information may include such identifiers as your browser type, IP address, referring site URL, web pages you view and links you click on while navigating within our sites.

We use this information for a number of purposes, such as to provide easier site navigation, access to forms, or to track analytics and certain statistical information that enables us to improve our site and provide you with more relevant content and information on our site and other sites.

 

We may also use third party analytics and advertising tools, or allow third party companies, to serve ads and/or automatically collect certain non-personal information from you when you interact with our site, advertising, or social media. This may include click stream information, browser type, time and date, subject of advertisements clicked or scrolled over. These third party tools or companies may use technology such as cookies, web beacons, pixel tags, or log files to collect such information.

 

How PTP Uses Your Information

We will use information you affirmatively submit to PTP for the purpose for which it is submitted, such as to reply to your email, respond to your inquiry, handle your complaint, publish your customer review or comment, process billing and donation transactions, register your participation in an event, respond to requests related to program participation, review applications to be a PTP arbitrator, publish your scam report and communicate with you when necessary. We may also use such information to provide operational notices, in program record-keeping and to conduct research on industry marketplace practices. We may publish aggregate data, but the aggregate data will not include any user information you provided to us. At this time we do not respond to “do not track” signals issued by web browsers. We may contact individuals registering for events with information about other PTP events or, if relevant, membership or sponsorship opportunities.

We may use third party contractors to act on our behalf, and these contractors are obligated to not disclose or use your information for other purposes.

PTP relies on information collected from our users to develop new services and conduct analysis to enhance current content and services. Information collected from you may be used to review usage and operations of our site and address any resulting issues with our site.

At certain points where your information is collected on our site, there may be a box where you may indicate you would like to be on a mailing list to receive information about PTP or its affiliated organizations. This election box only appears in places where the service collecting your information maintains such lists. You can remove your name from a PTP mailing list by utilizing the appropriate unsubscribe feature contained in the emails.

PTP may also use the information we collect from you to enhance your online experience and provide you with customized site content and targeted information on the site, across third party sites, or through your mobile device.

 

Other Ways Your Information May Be Shared

Inquiries, Complaints, Reviews, and Signatures on Petitions

In order to process a complaint, PTP may send the complaint to the business, individual, commission, or group (which may be outside of your country), handle the complaint itself, or refer the complaint to another appropriate organization for handling. PTP may handle complaints against foreign businesses, persons, commissions, or groups, or PTP may refer such complaints to an appropriate foreign organization. Depending on the type of complaint, PTP will provide complaints to the company/individual/organization complained about. By completing a complaint or review form, signing one of our petitions, or sending us a request or inquiry, you are authorizing us to forward your information to the appropriate PTP office or to the proper business.

 

PTP Scam Tracker

We will publicly post your description of the reported scam on the PTP website along with your postal code. We will share your name, state/province, postal code, email address and other information you submit with other PTP Affiliates. We may also share this information with governmental agencies, law enforcement and other appropriate organizations for investigation. With your consent, PTP may share your information in response to media inquiries.

 

Other purposes

PTP may also share your information under the following circumstances:

  • We respond to requests from governmental agencies or where required by law (such as by subpoena, investigative demand, court order or regulation).

  • We may share information where our records indicate a company or person may be engaged in fraudulent activity or other unfair or deceptive practices that we believe should be referred to a governmental agency or a private organization whose work is consistent with the PTP mission.

  • We may share information with appropriate persons or governmental authorities, where your communication suggests possible harm to others.

  • We may share business information with third parties.

 

International Transfers

If you are visiting our site from outside the United States, be aware that your information will be transferred to, and maintained on, computers located within the United States. The collection, use, retention and any other processing of your information will be governed by United States law and further by the specific jurisdictions within the United States where that information is stored.

 

Updates

If PTP changes this policy in the future, we will post the changes here and indicate the date of the changes at the top of the policy.

Revised May 20th, 2018 - Removed the word "International" for consistency with official name filing.

 

Problems or Complaints with PTP Privacy Policy

If you have a complaint about PTP compliance with this privacy policy, you may contact us at protectthepug@gmail.com.

 

Student Non-Disclosure Form - Template

INTELLECTUAL PROPERTY RIGHTS & NON-DISCLOSURE AGREEMENT

FOR PROTECT THE PUG CHAPTERS

 

Name of Student of (the “University”): ____________________________ (the “Student”), currently enrolled at ______ (the "University").

 

The Student and one or more of Student’s classmates and/or professors, (the Student together with such classmates and professor are referred to as the “The Academic Group”), are participating in the Protect the Pug Chapter Organization (“Chapter”) ; and Protect the Pug (“PTP”) may provide to the Student Proprietary Information (defined below) that may serve as source materials for the Student in connection with the Chapter; and PTP is willing to share the Proprietary Information with the Student, provided that the Student acknowledges that the Proprietary Information furnished to it by PTP constitutes highly confidential, trade secret information and agrees to maintain the confidentiality of the Proprietary Information; and Student agrees to assign to PTP all his or her rights in any writings, designs, inventions and works arising from participation in the Chapter.

 

In consideration of the opportunity to participate in the Chapter, the Student agrees to the following:

 

1. The term “Proprietary Information” shall mean any and all information disclosed by or made available by PTP to the Student whether oral, visual, written, machine readable (video, audio, computer mass storage device, etc.) or other form.

 

2. The Student agrees to only use the Proprietary Information for the Chapter and not for any other purpose, whether commercial or non-commercial.

 

3. The Student agrees not to make any copies of the Proprietary Information unless Student has written permission from PTP.

 

4. The Student will hold in strict confidence and not disclose, except to others in The Academic Group who have signed below or on a corresponding confidentiality agreement with PTP, any Proprietary Information except information the Student can document (a) is in the public domain through no fault of the Student or The Academic Group, (b) was properly known to the Student, without restriction, prior to disclosure by PTP at any time, (c) was properly disclosed to the Student by another person without restriction, (d) was developed by the Student independently of the disclosed Proprietary Information of PTP, and reasonable written documentation exists to demonstrate such development; or (e) is subject to disclosure under operation of law, in which case the Student shall inform PTP and shall cooperate with PTP to minimize the extent of the disclosure. The Student will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. The foregoing does not grant the Student a license in or to any of the Proprietary Information.

 

5. Upon leaving the Chapter (whether voluntarily, by graduating, or otherwise no longer staying actively involved/leaving the Chapter in any capacity), the Student will promptly dispose of all Proprietary Information by either shredding, deleting, or promptly returning all Proprietary Information and all copies, extracts, papers, presentations, notes, drafts and other media, objects or items in which it may be contained or embodied. The Student will first ask the Executive Committee which of the above actions (shredding, deleting, or promptly returning) s/he should take in regards to this Proprietary Information.

 

6. The Student will promptly notify PTP of any loss, theft or unauthorized release of the Proprietary Information.

 

7. The Student will not disclose to PTP, or use any proprietary information belonging to others (including prior employers) unless the Student has their prior written approval, or any of the Student’s prior inventions that PTP is not entitled to use.

 

8. Technology Rights and Licenses. Student agrees that this is a student Chapter and that PTP owns all rights, title and interest to all writings, designs, inventions and works that Student conceives, makes, invents, creates or suggests in connection with the Chapter (collectively the “Creations”). The Student assigns to PTP all such Creations. The Student will promptly disclose such Creations to PTP. At PTP’s request, Student will sign patent applications and other lawful papers that PTP considers helpful to secure and enforce any intellectual property rights. PTP will bear all expenses related to such activities.

 

9. The Student understands that this Agreement does not obligate PTP to disclose any information or enter into any agreement or relationship with any party.

 

10. The Student acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to PTP for which damages are not an adequate remedy and that PTP shall therefore be entitled to seek an injunction (court instruction to have the Student stop sharing the Proprietary Information) to prevent sharing of the Proprietary Information.

 

11. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until the Student can document that it falls into one of the exceptions stated in Paragraph 4 above.

 

12. This Agreement is governed by the laws of the State of Arizona, USA, and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.

 

13. Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between the Student and PTP.

 

I have read the above information thoroughly and agree to its terms and conditions.

 

Student Name

 

Student Signature

 

Executive Name

 

Executive Signature

Protect the Pug Writer’s Release Form

Please electronically sign the form below.

powered by Typeform

Chapter Agreement Template & Bylaws

CHAPTER AFFILIATION AGREEMENT

FOR PROTECT THE PUG, INCORPORATED

 

This CHAPTER AFFILIATION AGREEMENT (this “Agreement”) is being made this ______ day of __________________, 2018 by and between Protect the Pug, Inc., a New York nonprofit corporation (hereinafter “PTP”), and __________________ (the “Chapter”).

 

R E C I T A L S

WHEREAS, PTP is a 501(c)(3) tax exempt organization;

 

WHEREAS, the mission and purpose of PTP is to promote the creation of high-quality educational materials to educate the public at large on the dangers of progressive brain traumas in contact sports for athletes of all ages and sports, and lobby using those materials to inspire and incite change in sports politics and practices at a local and international level (the “PTP Mission”);

 

WHEREAS, the Chapter agrees to abide by and support the PTP Mission and objectives to the fullest extent possible by encouraging its members to participate in PTP activities, promote PTP membership, and provide PTP services and education at the chapter level, with the goal of bringing together individuals who are geographically proximate to one another in order to form dynamic networks furthering PTP’s Mission;

 

WHEREAS, the Chapter agrees that it will not adopt any other purpose that detracts from or conflicts with PTP’s Purpose or tax exempt status;

 

WHEREAS, PTP and the Chapter both have a vested interest in the success and growth of the organization at all levels; and

 

WHEREAS, the Chapter and PTP have determined that it is in their best interests to enter into this Agreement in order to set forth in writing the terms and conditions of their affiliation.

 

NOW THEREFORE, in consideration of the premises set forth above and the promises set forth below, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Recitals.

 

The Recitals set forth above are incorporated in and made a part of this Agreement.

 

2. Grant to the Chapter

 

A. Affiliation

 

PTP hereby grants to the Chapter the non-exclusive right to be known as an affiliate of PTP in Prague, Czech Republic subject to the terms and conditions of this Agreement. All affiliate chapters of PTP are completely independent organizations and have no official affiliation with any organization other than PTP unless otherwise arranged.

 

B. Intellectual Property and Trademark

 

PTP provides a limited, nonexclusive, royalty-free license to the Chapter to use the PTP name, logo and acronym, (or any successor name or logo adopted while this Agreement is in effect), and any and all trademarks or service marks, which PTP now or in the future owns and extends to the Chapter under this Agreement (the “PTP Marks”).

 

The Chapter agrees not to use, or permit any person or entity to use, the PTP Marks, or copyrighted materials of PTP without PTP's prior written consent, other than limited use of the PTP Marks or copyrighted materials in connection with performance by the Chapter of the specific activities authorized under this Agreement.

 

The Chapter shall not register any trademark or servicemark that contains any part of the PTP Marks or is substantially similar to any of the PTP Marks.

 

3. Relationship of the Parties

 

PTP and the Chapter agree to maintain a cooperative and supportive relationship. PTP and the Chapter expect and desire that each shall support, assist and/or participate with the other with respect to all matters of common interest that further the fundamental and primary purposes of each. PTP and the Chapter are not and shall not be considered joint ventures, partners, legal representatives, or agents of each other.

 

At no time shall either party represent itself to be acting in any of these capacities. Neither PTP nor the Chapter shall have the right to obligate the other party in any manner and shall not make, or represent that it has the power to make, any agreement, express or implied, on behalf of the other.

 

4. Obligations of PTP

 

A. Business Conduct

 

PTP agrees to conduct business in accordance with the policies and procedures established by PTP’s Bylaws, the Board Procedure Handbook, the PTP Code of Conduct, the provisions of this Agreement, and the direction of the PTP Board of Directors (the “PTP Board”).

 

B. Chapter Resources

 

PTP agrees to develop and maintain resources (i.e. Model Bylaws for Chapters, Conflict of Interest forms, training materials, form Chapter minutes, templates, etc.) for the benefit of the Chapters.

 

5. Obligations of the Chapter

 

A. Business Conduct

 

The Chapter agrees to conduct business in accordance with the PTP Bylaws, the PTP Mission, the PTP Code of Conduct, the PTP Board Procedure Handbook, the provisions of this Agreement, and the policies and procedures established by the PTP Board from time to time. The Chapter shall ensure that all of its activities promote PTP’s 501(c)(3) purpose. The Chapter shall have a minimum of two (2) elected officers, including a President and VP Finance (Chapters are encouraged to identify additional officers as needed). One member may not fill both positions, and an officer may not remain in the same position for more than four (4) years.

 

B. Activities and Purposes

 

The Chapter shall endeavor to sponsor programs and activities that fulfill the purposes and objectives of PTP as listed in the Board Policy Procedure Handbook. PTP may send appointed representatives to observe such programs and activities.

 

C. Legal Compliance and Records

 

The Chapter agrees to comply with all federal, state and local anti-trust, trade regulation, tax, and all other applicable laws, regulations, and ordinances. The Chapter agrees to maintain suitable records of all business transactions.

 

The Chapter shall keep minutes for all member and Board meetings. Chapter minutes should be in substantially the same form as the form minutes provided to the Chapter by PTP. The Chapter shall adopt the Conflict of Interest policies, non-discrimination, antiharassment and whistle-blower policies as set forth in Exhibit A to this Agreement.

 

The Chapter shall adopt Bylaws and other governance documents that are substantially similar to the form Bylaws and other governance documents provided to the Chapter by PTP and found in Exhibit B. Any material changes or amendments to Chapter Bylaws shall be approved by the PTP Executive Director prior to adoption.

 

D. Bank Account

The Chapter must have a non-personal chapter bank account.

 

E. Annual Reporting

 

The Chapter agrees to file with PTP an annual report which shall be due June 30 of each year, or as otherwise specified by PTP (the “Annual Report”). Such Annual Report shall include the following information, as well as all other such information as PTP shall reasonably require of the Chapter:

• Name of the President and VP Finance for the next year, as well as all other Executive Officers (If there are changes to leadership or primary contact between annual reports the Chapter shall submit those changes to PTP as they occur);

• Bank account information; and

• Information regarding the Chapter’s submission of its required IRS Form 990-N (Epostcard).

Additionally, from time to time, PTP may request certain information from the Chapter in order to obtain and maintain tax exempt status. The Chapter agrees to provide this information to PTP within thirty (30) days of such a request.

 

6. Membership

All PTP members may affiliate with a PTP chapter or not at their discretion. At this time, no membership dues are required. All membership dues, including both PTP and Chapter dues, shall be collected directly from members by PTP. Chapter members must be a member of PTP. PTP establishes PTP member dues. Chapter shall establish Chapter dues, within the parameters set forth by PTP in the Board Procedure Handbook.

 

On a regular basis, the Chapter will receive allocated dues as established by the PTP Board for each chapteraffiliated member plus any additional dues established locally by the Chapter. PTP shall bill the member for PTP dues, as well as Chapter dues. Chapters must submit to PTP requests to change Chapter dues by March 1. Unless authorized by the PTP Board, the Chapter may not increase its local dues more than 15% per year.

 

An accurate and up-to-date list of Chapter members (the “Local Chapter List”) shall be maintained by the Chapter Executive Secretary and made accessible to PTP. PTP shall in turn maintain an accurate and up-to-date list of National Chapter members (the “National Chapter List”) and make this accessible to the Chapter. This information shall be considered confidential information subject to the confidentiality terms of this Agreement. The Chapter List shall be available to the Chapter for use in contacting its members for matters related to Chapter business or in furtherance of PTP’s Purpose.

 

The Chapter and the Chapter leaders shall follow PTP guidelines regarding Chapter List usage, and may not sell, rent, or provide the Chapter List to any third party, without PTP’s prior written consent. Additionally, no Chapter officer or member may use the Chapter list for solicitations or advertising of non-Chapter business.

 

7. Fundraising

 

With the exception of membership, the Chapter is encouraged to seek alternative funding or sponsorship as needed to support local activities and events. Affiliation with PTP may not give the Chapter 501(c)(3) public charity status, so gifts given directly to the Chapter should not be considered tax-deductible and the Chapter should in no way imply that such gifts are tax-deductible, unless otherwise advised in writing by PTP.

 

The Chapter and PTP shall keep each other informed of existing corporate sponsors and applications by new corporate sponsors. To the extent there is overlap between the Chapter and PTP sponsors, the Chapter and PTP will coordinate sponsorship matters. The Chapter will be clear in all communications with sponsors or potential sponsors that gifts to the Chapter do not imply any benefits at the national level.

 

Upon request to and approval by the PTP Board, PTP and the Chapter can work together to fundraise for local projects. Donations made to PTP for such projects will be tax-deductible to the donor to the extent permitted by the IRS and can be remitted to the Chapter for use solely on that project.

 

8. Political Lobbying

 

The Chapter will not take actions considered to be direct or grassroots lobbying under IRS 501(c)(3) regulations or any actions that may be construed as such under international, national, state, or local law without the express consent of the PTP Board. The Chapter shall not endorse any candidates for political office.

 

9. Confidentiality

 

The Chapter and its leadership agree to maintain the confidentiality of any Confidential Information provided to it by PTP on or after the date hereof.

 

The term “Confidential Information” shall include, without limitation, the following types of information or other information of similar nature (whether or not reduced to writing or designated as confidential): information relating to PTP generally, as well as specific PTP business plans, committee and Board activities, internal and financial information, membership, and communication information and strategy, and any other information related to PTP’s business that is not in the public domain and/or that is customarily considered within the industry and profession to be confidential.

 

Confidential Information shall not consist of information that

(i) was in the Chapter’s possession on or before the date that it received such information from PTP;

 

(ii) was received by the Chapter from another third party that was not known to the Chapter to be under any obligation of confidentiality to PTP;

 

(iii) was, is, or becomes public knowledge other than by a breach of confidentiality by the Chapter; or

 

(iv) anything that the Chapter develops on its own without any resources from PTP.

 

10. Tax Requirements

 

The Chapter shall have the same fiscal year as PTP. Additionally, within thirty (30) days after receiving notice from PTP, the Chapter shall provide PTP with all information reasonably needed to file proper returns or filings with the Internal Revenue Service. All such information shall be provided in the reporting format set forth by PTP.

 

11. Indemnification

 

The Chapter hereby indemnifies and holds harmless PTP and its officers, directors, employees and members (the “PTP Indemnified Parties”) from any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, lawsuits, proceedings, actions, judgments, disbursements of any kind whatsoever, interest, fines, settlements, and reasonable attorney’s fees and expenses that the PTP Indemnified Parties may incur, sustain, or become subject to arising out of, or in connection with:

 

(1) the Chapter’s breach of this Agreement; or

 

(2) any act or omission by the Chapter or any of its officers, directors, members, employees, or agents thereof. PTP hereby indemnifies and holds harmless the Chapter and its officers, directors, and employees (the “Chapter Indemnified Parties”) from any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, lawsuits, proceedings, actions, judgments, disbursements of any kind whatsoever, interest, fines, settlements, and reasonable attorney’s fees and expenses that the Chapter Indemnified Parties may incur, sustain, or become subject to arising out of , or in connection with:

 

(1) PTP’s breach of this Agreement; or

 

(2) any act or omission by PTP or any of its officers, directors, members, employees, or agents thereof.

 

This Section 11 shall survive the termination of this Agreement.

 

12. Insurance

 

PTP may, to the extent reasonable and practical, as determined solely by the PTP Board, obtain and maintain General Liability, and Director and Officer Insurance for the Chapter. A copy of the PTP policies shall be provided to the Chapter. In the event that the PTP Board determines that it is no longer able to maintain such coverage, it will notify the Chapter at least sixty (60) days in advance of any changes to a policy.

 

13. Termination, Probation, and Inactivity

 

Either PTP or the Chapter may terminate this Agreement upon sixty (60) days’ prior written notice to the other party. Either PTP or the Chapter may terminate this Agreement immediately upon written notice to the other in the event of the other's insolvency, dissolution, fraud, willful misconduct, or material breach of this Agreement. Except as otherwise stated herein, upon termination of this Agreement, neither party shall have further responsibility under this Agreement and the Chapter agrees that it shall:

(i) become immediately and completely disaffiliated with PTP;

 

(ii) no longer represent itself as being connected with PTP; and

 

(iii) cease all use of the PTP Marks and copyrighted materials.

 

Additionally, in the event that the Chapter fails to meet the requirements set forth in this Agreement, the PTP Board Procedure Handbook or other PTP policies and procedures, the Chapter may be placed on probationary or inactive status pursuant to the terms and conditions set forth in the PTP Board Procedure Handbook.

 

14. Successors and Assigns

 

This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.

 

15. Signing Authority

 

Each of the parties warrants that the individual who executes this Agreement on its behalf has been duly authorized to do so.

 

16. Entire Agreement; Amendment; Severability

 

This Agreement constitutes the entire Agreement between PTP and the Chapter with respect to the subject matter contained herein and may only be amended in writing executed by both parties. Any waiver by either party to this Agreement of any provision shall not be construed as a waiver of any other provision of this Agreement. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, the remaining provisions shall remain enforceable.

 

17. Governing Law and Venue

 

This Agreement shall be governed and construed in accordance with the laws of the State of New York. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the competent courts of the State of New York and shall be properly filed within any court of competent jurisdiction located in the State of New York.

 

18. Counterparts

 

This Agreement may be executed in one or more facsimile counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.


 

PROTECT THE PUG INTERNATIONAL, INC.

 

By: __________________________________________, Executive Director

Name: CANDICE SMITH

 

_____________________

Date


 

[NAME OF CHAPTER]

By: __________________________________________, President

Name: ______________

 

_____________________

Date

EXHIBIT A

 

1. Nondiscrimination

 

PTP is committed to nondiscrimination. No PTP member or potential member will be discriminated against or treated unfavorably because of race, color, religion, national origin, sex, age, sexual orientation, or disability. All PTP chapter bylaws will be regularly reviewed to assure their full adherence to this nondiscrimination commitment.

 

Any member or chapter officer who is aware of any alleged violation by a chapter officer should report such concerns to the local chapter leadership as soon as possible. If unresolved, alleged violations should be forwarded to PTP International in order to investigate and resolve complaints.

 

2. Harassment

 

Chapter leadership should work to create an environment that is free from all forms of discrimination, including harassment on the basis of race, color, religion, gender, national origin, age, sexual orientation, and disability.

 

Prohibited harassment occurs when verbal or physical conduct defames or shows hostility toward an individual because of his or her race, color, religion, gender, national origin, age, sexual orientation, or disability, or that of the individual's relatives, friends, or associates; creates or is intended to create an intimidating, hostile, or offensive environment.

 

Harassing conduct includes, but is not limited to:

 

• Epithets, slurs, negative stereotyping, or threatening, intimidating or hostile acts, which relate to race, color, religion, gender, national origin, age, sexual orientation or disability.

 

• Written or graphic material that defames or shows hostility or aversion toward an individual or group because of race, color, religion, gender, national origin, age, sexual orientation, or disability and that is placed on walls, bulletin boards, or elsewhere near member gatherings.

 

Any member or chapter officer, who is aware of any alleged violation by a chapter officer should report such concerns to the local chapter leadership as soon as possible. If unresolved, alleged violations should be forwarded to PTP International in order to investigate and resolve complaints. No victim retaliation or discrimination will result from any good-faith complaint made under this policy.

 

3. Sexual Harassment

 

It is the policy of PTP to provide an environment free from sexual and sex-based harassment. It is against the policy for a chapter officer to sexually harass a chapter member, potential chapter member, or vender.

 

Sexual harassment or sex-based harassment occurs when unwelcome conduct of a sexual nature creates an intimidating, hostile, or offensive environment.

 

Sexual and sex-based harassment may include:

 

• Requests for sexual favors

 

• Unwanted physical contact, including touching, pinching, or brushing the body

 

• Verbal harassment, such as sexual innuendoes, suggestive comments, jokes of a sexual nature, sexual propositions, and threats

 

• Non-verbal conduct, such as display of sexually suggestive objects or pictures, leering, whistling, or obscene gestures

 

• Acts of physical aggression, intimidation, hostility, threats, or unequal treatment based on sex (even if not sexual in nature)

 

Any member who is aware of any alleged violation should report such concerns to the local chapter leadership as soon as possible. If unresolved, alleged violations should be forwarded to PTP International in order to investigate and resolve complaints.

 

4. Conflict of Interest

 

PTP chapter officers should not derive any personal profit or gain, directly or indirectly, by reason of his or her participation in PTP chapter activities. Each chapter officer shall disclose to the chapter leadership any personal interest that he or she may have in any matter pending before the chapter and shall refrain from participation in any decision on such matter.

 

Any chapter officer who is an officer, board member, a committee member, or staff member of a client organization or vendor of PTP shall identify his or her affiliation with such agency or agencies; further, in connection with any chapter action specifically directed to that agency, s/he shall not participate in the decision affecting that agency and the decision must be made and/or ratified by the chapter board.

 

5. Whistle Blower

 

PTP is committed to maintaining the highest standard of conduct and ethical behavior. All members shall act with honesty, integrity and openness in all their dealings as representatives for the Association.

 

In keeping with the policy, chapter leadership will investigate any suspected fraudulent or dishonest use or misuse of the chapter’s resources or property by its board members, consultants or other volunteers. Failure to follow ethical standards will result in disciplinary action including possible dismissal from one’s board or volunteer duties and possible civil or criminal action if warranted.

 

All members, consultants, and volunteers are encouraged to report suspected fraudulent or dishonest conduct, i.e. to act as “whistle-blower” pursuant to the procedures set forth below.

 

DEFINITIONS

 

Whistle Blower: A member, consultant or volunteer who informs chapter leaders, or, if necessary, PTP’s Executive Director about an activity relating to the chapter, which that person believes to be fraudulent or dishonest.

 

Fraudulent or Dishonest Conduct: A deliberate act or failure to act with the intention of obtaining an unauthorized benefit.

 

Examples of such conduct include, but are not limited to:

• Forgery or alteration of documents;

• Unauthorized alteration or manipulation of computer files;

• Fraudulent financial reporting;

• Pursuit of a benefit or advantage in violation of Conflict of Interest policy above;

• Misappropriation or misuse of chapter resources, such as funds, supplies, or other assets; and

• Authorizing or receiving compensation for goods not received or services not performed.

 

Baseless Allegations: Allegations made with reckless disregard for their truth or falsity. Any person making such allegations may be subject to disciplinary action by the chapter or PTP, and/or legal claims by the chapter, PTP or by individuals accused of such conduct.

 

REPORTING

 

Concerns about possible fraudulent or dishonest use or misuse of resources or property may be reported by chapter members or volunteers. Chapter members and local volunteers should report concerns to the local chapter leadership. If for any reason a person finds it difficult to report his or her concerns to local chapter leadership, the person may report the concerns directly to the Executive Director.

 

To facilitate reporting of suspected violations where the reporter wishes to have his or her name kept confidential, a written statement of the concern may be submitted to any of the individuals listed above specifying the desire for confidentiality. Anonymous claims will not be investigated.

 

INVESTIGATION

 

All relevant matters, including suspected but unproved matters, will be reviewed and analyzed, with documentation of the receipt, retention, investigation and treatment of the complaint. Appropriate corrective action will be taken, if necessary. Investigations may warrant investigation by an independent person such as auditors and/or attorneys.

 

WHISTLE-BLOWER PROTECTION

 

PTP will protect whistle-blowers as defined below.

 

• Chapter leadership will use its best efforts to protect whistle-blowers against retaliation. Whistle-blowing complaints will be handled with sensitivity, discretion and confidentiality to the extent allowed by the circumstances and the law. Generally, this means that whistle-blower complaints will only be shared with those who have a need to know so that chapter leaders can conduct an effective investigation, determine what action to take based on the results of any such investigation, and in appropriate cases, with law enforcement personnel. Should disciplinary or legal action be taken against a person or persons as a result of a whistle-blower complaint, such persons may also have the right to know the identity of the whistle-blower.

 

• Members, consultants and volunteers of chapters may not retaliate against a whistleblower for informing chapter leaders about an activity which that person believes to be fraudulent or dishonest with the intent or effect of adversely affecting the terms or conditions of the whistle-blower’s position, including but not limited to, threats of physical harm, loss of membership or position within the chapter. Whistle-blowers who believe that they have been retaliated against may file a written complaint with chapter leaders or, if necessary, PTP’s Executive Director.

 

• Any complaint of retaliation will be promptly investigated and appropriate corrective measures taken if allegations of retaliation are substantiated.

 

• Whistle-blowers must be cautious to avoid baseless allegations, as described earlier in the definitions section of this policy.

EXHIBIT B

 

PROTECT THE PUG INTERNATIONAL, INC. CHAPTER BYLAWS TEMPLATE

 

This template includes the minimum recommended Articles, Sections, and language to be included in chapter bylaws. A chapter may add additional Articles, Sections, and language, provided they are in compliance with applicable IRS regulations and PTP’s bylaws, policies and procedures. Notes and guidance for the chapter are included in parentheses; this information should be deleted in the final submitted bylaws. [Brackets indicate where the chapter should substitute/add its own specific information.] Upon completion of the draft bylaws, they must be submitted to PTP for review and approval by the PTP Executive Director prior to being adopted by the chapter. To submit your chapter’s draft bylaws, send an electronic version of the completed draft to PTP at PROTECTTHEPUG@GMAIL.COM.

 

[NAME of CHAPTER] BYLAWS

 

ARTICLE I – NAME AND OBJECTIVES

 

Section 1. Name and Region

 

The name and title of the chapter shall be: [__The Medical Advisory Board Charles University___________] Chapter of Protect the Pug, International, Incorporated (the “Chapter”). The Chapter shall be located in the region assigned to it by Protect the Pug, International, Incorporated (“PTP”) and shall be headquartered in [City, State].

 

Section 2. Purposes

 

The objectives of the Chapter are to foster the purposes of PTP and to provide a vehicle by which members can meet and discuss matters of mutual interest.

 

ARTICLE II – ADMINISTRATION

 

Section 1. Books and Records

 

a. The Chapter shall obtain a chapter list from PTP with the names and contact information of the members entitled to vote.

 

b. All books and records of the Chapter may be inspected by any member having voting rights, for any proper Chapter purpose, at any reasonable time.

 

Section 2. Fiscal Year

 

The fiscal year of the Chapter shall be the same fiscal year as PTP. Page 12 of 17 ARTICLE III – MEMBERSHIP Section 1. Chapter Membership

 

a. No person may be a member of the Chapter unless he or she is also a member in good standing of PTP. No person who is a member in good standing of PTP and who pays all applicable Chapter and PTP dues may be denied membership in the Chapter.

 

b. Chapter membership categories and voting rights shall be the same as those established in the PTP bylaws. All members may vote on chapter issues and hold chapter office.

 

c. Membership in the Chapter may be terminated for non-payment of Chapter or PTP dues. (Note: membership categories and voting rights may not be changed by Chapters.)

 

Section 3. Dues and Assessments

 

Chapter members shall timely pay Chapter dues. PTP shall bill Chapter members for PTP dues, as well as Chapter dues.

 

ARTICLE IV – OFFICERS

 

Section 1. Executive Officers

 

a. The Executive Officers of the Chapter are: President, VP Finance, (Chapter may add additional officers as appropriate for its needs.)

 

b. The term of office shall be two (2) years or until a successor is elected and assumes office.

 

c. No Chapter officer may serve more than two (2) terms in succession in the same office.

 

d. No member may serve simultaneously as both President and VP Finance.

 

Section 2. Duties

 

a. The President:

 

• Serves as the official voice and representative of the Chapter.

 

• Presides over Chapter meetings.

 

• Performs such other duties as the Chapter may require.

 

b. The VP Finance:

 

• Ensures that Chapter financial transactions are timely and proper and that Chapter financial accounts are properly maintained.

 

• Ensures that Chapter financial records and tax forms are properly maintained and submitted.

 

• Performs such other duties as the Chapter may require.

 

(Add the duties of any additional officers established by the Chapter.)

 

Section 3. Board of Officers

 

Collectively, the officers of the Chapter shall make up the Board of Officers. The Board of Officers shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter.

 

Section 4. Eligibility

 

The Officers of the Chapter must be members of PTP in good standing.

 

Section 5. Nomination and Election

 

a. At least three (3) months before the next term of office begins, the Board of Officers shall appoint a nominations committee consisting of at least three (3) voting members in good standing. The nominations committee shall recruit and accept nominations for each officer position due for election.

 

b. At least two (2) months before the next term of office begins the nominations committee shall publicize officer openings and identified nominees to all Chapter members. Additional nominations may be made, up to the date of election, provided that the nominated member is in good standing and meets the requirements for the office.

 

c. At least one (1) month before the next term of offices begins, the election of officers shall be held. The election may be conducted by email, regular mail, and/or at a regular meeting of the Chapter, provided that at least 30 days notice of the pending election and procedures for voting has been given to all Chapter members.

 

d. A plurality of those voting for each position shall be required to elect.

 

Section 6. Vacancy and Removal

 

a. No Chapter officer may remain in office if he/she no longer meets the eligibility criteria for office.

 

b. Should any elected or appointed officer be unable to fulfill his/her elected term, the remaining officers (by majority vote) shall appoint a member to fill the vacant position for the remainder of the term. The appointed member must meet the qualification requirements for the position.

 

c. Any Chapter officer may be removed from office by a vote of the membership for failure to perform the duties of office, negligence, violation of PTP’s policies or procedures, or any other reason, provided that:

 

1. The members of the Chapter, including the officer to be removed, have been notified in advance of the reason for potential removal.

 

2. The officer has been provided an opportunity to respond on his/her own behalf.

 

3. A majority of a quorum at a properly noticed and held meeting vote to remove the officer from office.

 

ARTICLE V – MEETINGS

 

Section 1. Regular Meetings

 

a. Chapter meetings may be held at such intervals as may be decided by the Chapter, but not less than two (2) times per year.

 

b. Notification of each regular meeting shall be made at least 14 days before the meeting.

 

Section 2. Special Meetings

 

a. Special meetings of the Chapter may be called by the Chapter officers or by written request of ten percent (10%) of the members eligible to vote in Chapter elections.

 

b. Notification of such meeting shall state the purpose of the meeting and shall be made at least ten (10) days before the meeting.

 

Section 3. Quorum

The presence of at least four (4) members or twenty percent (20%) of the Chapter members who are eligible to vote, whichever is greater, constitutes a quorum for the transaction of business at any regular or special Chapter meeting. A majority vote of the quorum shall be required to take action, unless a greater vote is required by law, PTP’s bylaws, or these Bylaws.

 

Section 4. Voting

 

At every meeting of the Chapter members, each voting Chapter member shall have one vote on any matter put before the membership. In the absence of a voting Chapter member, such Chapter member may vote by proxy. Meetings may also be held via conference call, or other form of communication by which all participants can hear one another.

 

Section 5. Waiver of Notice

 

Whenever any notice of any meeting of the members is required under provision of law or these Bylaws, a member may waive the notice requirement by signing a written waiver. The written waivers should be filed with the record of the meeting and may be prepared before or after the meeting. Any member present at any meeting, who does not object to the absence of notice, has waived the notice requirement.

 

ARTICLE VI – RELATIONSHIP WITH PTP AND OTHER PROVISIONS

 

Section 1. Relationship with PTP

 

The Chapter is a unit of PTP. Any action taken by the Chapter without the prior written consent of PTP’s Board of Directors shall not be binding on PTP. PTP does not authorize the Chapter to act as an express or implied agent for, or on behalf of, PTP without the prior written consent of PTP.

 

Section 2. Chapter Activities

 

The Chapter shall be responsible, in addition to upholding the purpose of PTP, for the following:

1) promoting membership,

 

2) inducting and retaining members,

 

3) carrying out fiscal responsibilities according to PTP policies,

 

4) promulgating programs and services related to the PTP mission and creation of PTP educational materials,

 

5) fostering and supporting diversity and equity,

 

6) maintaining these Chapter Bylaws,

 

7) supporting PTP Headquarters, and

 

8) communicating with Chapter members and PTP.

 

Notwithstanding any other provisions of these Bylaws, the Chapter shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501 (c)(3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

 

Section 3.Logo and Name

 

All public uses by the Chapter of PTP’s name, trademarks, and/or logos must be in compliance with the terms of the PTP Chapter Affiliation Agreement. Any Chapter logo must be approved in advance in writing by PTP.

 

Section 4. Dissolution

 

The Chapter may be dissolved by:

 

(i) a two-thirds majority vote of the voting Chapter members; or

 

(ii) a majority vote of the PTP Board of Directors, when such Chapter has been inactive for over one (1) year, or when such action is determined to be in the best interests of PTP.


 

Chapter dissolution shall not affect PTP membership status of the members assigned to such Chapter. Upon dissolution, all Chapter funds shall revert to PTP. The Chapter President shall be responsible for closing the Chapter, ensuring that all Chapter debts and obligations are paid, and all Chapter records are sent to PTP headquarters.

 

ARTICLE VII – AMENDMENT OF THE BYLAWS

 

Section 1. Chapter Responsibility

 

The Chapter shall ensure that these Bylaws are kept current in relation to PTP’s bylaws, policies and procedures. The Chapter shall abide by PTP’s bylaws, policies and procedures. In the event that these Chapter Bylaws conflict with any PTP governing document or policy or procedure, the latter shall prevail and the Chapter Bylaws shall be revised accordingly.

 

Section 2. Amendment Process

 

The Board of Officers shall review the Chapter’s Bylaws whenever it receives notice that PTP’s bylaws have been amended and, in any case, at least once during every term of office. Should changes be required, the Board of Officers will draft suggested amendments to be submitted to the PTP Executive Director for approval.

 

Upon such approval, such amendments shall be submitted for approval to the Chapter membership at the next regularly scheduled Chapter meeting or through a mail or electronic ballot, provided that the notice of proposed amendments shall be given to all voting members of the Chapter at least 10 days before the voting deadline. Should a majority of those voting support the proposed amendments, the new amendments shall be adopted.

 

EXHIBIT C

 

[NAME OF CHAPTER] MINUTES OF THE _________ __, 201_ MEMBERS MEETING

 

A. CALL TO ORDER

 

A meeting of the members of the [Name of Chapter] had held on _______ __, 201_. The meeting was called to order at approximately ________ am/pm.

 

The following members were present:_[ROLL CALL]_.

 

_[NAME]_ is [/is filling in for] the Executive Secretary and will take notes for the meeting. A quorum was present, so the meeting could proceed.

 

B. CHAPTER REPORT

 

[Here, a brief summary should be given regarding any major events that took place within Chapter since the last meeting. Discussion should be allowed. A detailed account of this discussion does not need to be recorded.]

 

Upon motion duly made and seconded, the Chapter members approved and ratified the actions taken by the Board and officers of the Chapter up to and including the date of the meeting.

 

C. OLD BUSINESS

 

1. [Name of Topic].

 

The members discussed_______________.

 

A motion was made by ________ to [State action to be taken].

 

The motion was seconded and approved by the Chapter members.

 

2. [Repeat above information]

 

3. [Repeat above information]

 

D. NEW BUSINESS

 

1. [Name of Topic].

 

The members discussed_______________.

 

A motion was made by ________ to [State action to be taken].

 

The motion was seconded and approved by the Chapter members.

 

2. [Repeat above information]

 

3. [Repeat above information]

 

E. NEXT MEETING/ADJOURNMENT

 

The next meeting will be held on _______ __, 201_. There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned.


 

Respectfully submitted,

 

By:______________________

Name: ______________________

Title: Executive Secretary [or, Adjunct Secretary]

 

Web Statistics Real Time Web Analytics Web Analytics