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									                                                              Approved March, 2007



            THE ELGIN HUMANE SOCIETY BYLAWS

ARTICLE I              CORPORATE NAME
      Section 1.       The corporate name of the Elgin Humane Society is “Elgin Humane
Society,” and it is primarily referred to in these bylaws and elsewhere as “the Society.”
      Section 2.       The Elgin Humane Society is a nonprofit corporation under Section
501(c)(3) of the Internal Revenue Code and the Texas Non-Profit Corporation Act.

ARTICLE II             PURPOSES AND POLICIES
        Section 1.     The purpose of the Society is the prevention of cruelty to animals,
the relief of suffering among animals, and the extension of humane education.
        Section 2.     The policies of the Society are to:
        2.1    promote humane care and treatment for all animals in Elgin,Texas and in
the Elgin area; seek to assist the return of lost animals to their owners; seek suitable
homes for animals without owners or for animals relinquished by owners;
        2.2    advocate animal health and welfare;
        2.3    provide a public forum for discussion of animal welfare concerns through
scheduled meetings, special meetings, or otherwise;
        2.4    collaborate with other animal welfare agencies to achieve goals or
programs pertinent in the Elgin area, and be a conduit for information on county-wide
(Bastrop) issues and programs.
        Section 3.     The Society may subsidize neutering services to help qualified
adoptive owners as decided on by the Executive Committee.
        Section 4.     No animal under control of the Society may be disposed of except
as herein specifically provided.
        Section 5.     In its care and disposition of animals, the Society will maintain the
minimum standards prescribed by the Humane Society of the United States, and be
guided by federal and state laws governing animal health and welfare.

ARTICLE III         HEADQUARTERS AND BRANCHES
      The principle office and headquarters of the Society is in Elgin, Bastrop County,
Texas. No branches have been established.

ARTICLE IV         SEAL
      The Board of Directors (“Board”) may prescribe the design for a corporate seal.
The seal may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced otherwise.

ARTICLE V            FINANCIAL PARTICIPATION AND MEMBERSHIP
        Section 1.   Any person interested in furthering the objectives of the Society
may participate by contributing financially to the Society. Such participation will not
entitle a person to vote on any corporate matter. Participation in the Society will not be
denied unless it can be clearly established that it is contrary to the objectives of the
Society.


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       Section 2.    Active (financial) membership consists of two classes. Class one
fees are set at $20.00 annually for Individual, and class two fees are set at $30.00
annually for Family.
       Section 3.    All Active Members are entitled to cast one vote at any general
membership meeting of the Society or in any referendum. Individual Student/Youth
Members are not entitled to vote individually, but as a group are entitled to one vote.
       Section 4.    The Society will hold scheduled monthly meetings or as decided by
a vote of the membership.
       Section 5.    Advance notice of all general membership meetings will be given
by the Secretary or, in his or her absence, by another officer. Such notice may be made
in the Elgin Courier newspaper or by mail.
       Section 6.    At any general membership meeting of the Society, those members
present have authority to transact all business that may come before the meeting
provided a quorum of the members of the Board is present at the meeting. Voting by
proxy is not permitted.
       Section 7.    Expenses incurred by members must have prior approval by the
President, Vice President, or both, of the Society for reimbursement.

ARTICLE VI              DIRECTORS
         Section 1.     The concerns, direction, and management of the affairs of the
Society will be vested in the Board, including hiring managers or such staff as is
required to maintain and manage the day-to-day business of the facility. Such positions
will serve at the will of the Board.
         Section 2.     Only Active Members are eligible for election as Directors. No
person convicted of cruelty to animals or who engages or has engaged in illegal blood
sports involving animals may be a Director. No person who is holding public elected
office is eligible to serve as a Director.
         Section 3.     No two members of the Board related by blood, marriage, or
domestic partnership or like affinity may serve as an officer at the same time.
         Section 4.     The members of the Board will be elected at the December meeting
by the Active Members of the Society and will serve three years each, except that at the
first election following the adoption of these bylaws, two members will be elected to
serve for two years, and three members will be elected to serve for three years.
Thereafter, two or three of the Board will be elected as appropriate.
         Section 5.     The Board will be composed of five members. The Board, until the
first meeting following the adoption of these bylaws, will have the power to add to their
number such additional members as may be necessary to increase their number to five.
Student/Youth Members of the Society may elect one member from among their group
to represent them as a nonvoting member of the Board. At any time when the number
of Directors in office is fewer than five, the Directors remaining in office will add to their
number until there are five Directors in office, but no act of the Society will be void at
any time merely because fewer than five Directors are in office.
         Section 6.     Any Director who by resignation, incapacity to act, death, or
otherwise ceases to be a Director during his or her term, will have a successor chosen
by the Board to serve until the next December meeting of the members. At such




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meeting, the Active Members will elect an Acting Director to fill the unexpired portion of
the term.
         Section 7.    An annual organizational meeting of the Board of the Society will be
held not more than 30 days after the January meeting of the members of the Society.
Regular meetings of the Board will be held at such times and places as are designated
by the Board provided that it meets at least quarterly for the transaction of business.
         Section 8.    Special meetings of the Board may be called by the President or by
the Secretary when requested in writing by any three Directors.
         Section 9.    For meetings called by the President, 20 days notice will be
provided, and for meetings called at the request of Directors, 30 days notice will be
provided to the Directors by mail. Notice is not required for any meeting called when all
of the Directors are then present.
         Section 10. A meeting may be held without notice when waived in writing and
every Director is contacted by the President or Secretary.
         Section 11. A majority of the members of the Board constitutes a quorum.
         Section 12. If any member of the Board is absent from three consecutive
regular meetings without just cause and notification to the Board, he is deemed to have
resigned from office, and the vacancy so caused will be filled as herein provided for the
filling of vacancies in the membership of the Board.
         Section 13. Except as otherwise prescribed in these bylaws, decisions at any
meeting of the Board of Directors, the Executive Committee, or other committees will be
by majority vote of those present and voting. Each Director will have one vote, and
voting by proxy is not permitted.
         Section 14. Directors and members of committees will be considered
volunteers and will not receive any salaries, fees, or other compensation for their
services but may be reimbursed for any approved expenses incurred while fulfilling their
duties.
         Section 15. Directors will not discuss or disclose information about the Society,
its members, or its activities to any person or entity unless such information is already a
matter of public knowledge, such person or entity has a need to know, or such
information can reasonably be expected to benefit the Society.
         Section 16. Directors will use discretion and good business judgment in
discussing the affairs of the Society with third parties. Without limiting the foregoing,
Directors may discuss upcoming fundraisers and the purposes and functions of the
Society, including but not limited to accounts on deposit in financial institutions.
         Section 17. Each Director will execute a confidentiality agreement consistent
with the above upon being voted onto and accepting appointment to the Board.

ARTICLE VI           EXECUTIVE COMMITTEE
       Section 1.    The Executive Committee of the Society consists of the Board,
elected officers, and other such members as may be appointed by the Board at its
annual organizational meeting; and as agreed to by a majority of the members and the
entire Board at any general membership meeting.
       Section 2.    The Executive Committee will adopt such policies and procedures
as may be deemed prudent for its management. The Executive Committee may




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provide and delegate responsibilities for such other committees as it deems desirable
and necessary.

ARTICLE VII          REMOVAL OF A BOARD MEMBER
        Section 1.   Any member of the Board may be removed with or without cause,
at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in
their judgment the best interest of the Society would thereby be served.
        Section 2.   Each member of the Board must receive written notice of the
proposed removal at least ten (10) days in advance of the proposed action. An officer
who has been removed as a member of the Board will automatically be removed from
office.

ARTICLE VIII          OFFICERS
         Section 1.   The temporary elected officers will serve for 90 days, and then the
members will hold a final election of officers. The Secretary and Treasurer will be one
position for the temporary assignment.
         Section 2.   Only active members are eligible for election as officers. No person
convicted of cruelty to animals or who engages or has engaged in illegal blood sports
involving animals may be an officer.
         Section 3.   At the November 2006 general membership meeting of the Society,
nominations will be accepted for the offices of President, Vice President, Treasurer,
Secretary, Volunteer Coordinator, and Directors or other such officers the Society has
chosen whose terms will expire. Voting on these officers will take place at the
December 2006 general membership meeting. Officers elected at the December
meeting will assume official duties after the December meeting.
         Section 4.   An appointee of the Board of Directors may fill any vacancy that
occurs in an office of the Society.
         Section 5.   The President will:
         5.1    preside over all meetings of the Society, the Board, and the Executive
Committee;
         5.2   be an ex officio member of all committees appointed by the Board;
         5.3   have one vote in committees;
         5.4   deliver to the Society at the December meeting a comprehensive report of
the program and policies followed by the Society in the preceding year.
         Section 6.   The Vice President will fill all functions of the President when the
latter is incapacitated, is unavailable, or for any reason cannot serve.
         Section 7.   The Secretary will:
         7.1    take and preserve minutes of all meetings of the members of the Society
and the Board;
         7.2   notify members and Directors of regular meetings;
         7.3   perform other duties assigned by the Board;
         7.4   cause the minutes of all meetings to be published in a form that is
available, upon request, to all members;
         7.5   receive and report all correspondence to the Board or the Executive
Committee;
         7.6   answer all correspondence unless otherwise directed by the Board;



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        7.7    have custody of all files, records, and other documents and be responsible
for their safekeeping.
        Section 8.    The Treasurer will:
        8.1    receive and deposit in a bank designated by the Board all monies and
securities;
        8.2    disburse funds in accordance with a budget approved by the Board of
Directors; and
        8.3    submit to the Board and to the December general membership meeting of
the Society an annual report, which follows standard accounting procedures of the
income and expenditures of the Society for the preceding year and of liabilities and
assets.
        Section 9.    Officers of the Society will be considered volunteers and will not
receive any salaries or fees or other compensation for their services, but they may be
reimbursed for any approved expenses incurred while fulfilling their duties.

ARTICLE IX         COMMITTEES
     The following the elected or appointed officers will head these committees:
     President: Planning
     Treasurer: Finance
     By appointment: Event Planning and Fundraising
     By appointment: Volunteer Coordination
     By appointment: Training
     By independent member: Ethics
     By appointment: Media

ARTICLE X             CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
        Section 1.    The Board of Directors may authorize any officer or officers, agent
or agents of the Society, in addition to the officers so authorized by these bylaws, to
enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Society, and such authority may be general or confined to specific
instances.
        Section 2.    All checks, drafts, or orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Society will be determined
by resolution of the Board of Directors. In the absence of such determination by the
Board, such instruments will be signed by the Treasurer and countersigned by the
President or Vice President of the Society.
        Section 3.    All funds of the Society will be deposited to the credit of the Society
in such banks, trust companies, or other depositories as the Board may select.
        Section 4.    The Board may accept on behalf of the Society any contribution,
gift, bequest, or device for general purposes or any special purposes of the Society after
evaluation and recommendation of the Treasurer.

ARTICLE XI            CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST
       Any officer, Director, or employee of the Society will, before accepting any
employment or contracting for monetary benefit directly or indirectly from the Society,
disclose in writing any potential conflict of interest. No officer, Director, or employee will



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accept employment until after written disclosure that they have either (a) resigned as
officer, Director, or employee or (b) following such written disclosure, said officer,
Director, or employee resigns from all committees having any responsibility for said
area of interest and will, if a Director, abstain from all discussions or votes relating to
said area of interest. Nothing herein will preclude the employment by the Society of its
full- or part-time employees reasonably necessary to carry out its day-to-day operation.

ARTICLE XII            INDEMNIFICATION
        Section 1.     The Society will indemnify any Director who is or was threatened to
be made a named defendant in a proceeding from and against any and all claims,
causes of action, liabilities, obligations, losses, damages, inquiries, or judgments
(collectively, “claim”), including court costs and reasonable attorney’s fees, arising from
or relating to actions such Director took on behalf of the Society. Further, the Society
will advance to such Director the reasonable expenses that are incurred by him or her in
the defense of any claim. Notwithstanding anything herein to the contrary, the Society
will have no duty or obligation to provide, and no Director will be entitled to
indemnification for any act involving willful or criminal misconduct.
        Section 2.     Any Director seeking indemnification hereunder will give written
notice of claim within thirty (30) business days of the assertion thereof or within ten (10)
business days of receipt of notice of the filing of any lawsuit based on such assertion;
and will give the Society a reasonable opportunity of assuming the defense of such
claim; provided, however, that failure of such Director to give such notice will not relieve
the Society of any obligation to indemnify unless the Society is prejudiced thereby, and
provided such direction will have the right to participate in such defense, and no
settlement or adjustment will be made without his or her consent, which consent will not
be unreasonably withheld.
        Section 3.     If the Society fails to contest in good faith any claim, such Director
will have the right to defend, settle, or pay the same. Such Director will cooperate with
the Society in any such defense that the Society elects to assume in the event the
Society makes such request to the Director and such request is reasonable, provided
the Society will hold the Director harmless from all of his or her out-of-pocket expenses
incurred in connection with his or her cooperation. In the event of a disagreement as to
whether any claim gives rise to indemnification hereunder, the Director will have the
right to defend, settle, or pay the same; provided, however, that the Society will have
the right to participate in such defense and no settlement or adjustment will be made
without its consent, and that consent will not be unreasonably withheld.

ARTICLE XIII        MISCELLANEOUS
        Section 1.  All meetings of the Society, the Board of Directors, and committees
will be conducted pursuant to Roberts Rules of Order as set forth in the last published
revision thereof.
        Section 2.  The fiscal year of the Society will commence January 1 and end
December 31 of each year.
        Section 3.  The headings in these bylaws have been inserted for convenience
purposes only.




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        Section 4.   If any portions of these bylaws are inoperative or invalid, then, so
far as is reasonable and possible (a) the remainder to these bylaws will be considered
valid and operative; and (b) effect will be given to the intent manifested by the portion
held invalid or inoperative.

ARTICLE XIV          AMENDMENTS
       Section 1.    These bylaws may be amended by the members at any general
membership meeting provided that a proposal to amend will be submitted in writing to
the Secretary at the previous meeting. The proposal to amend will be distributed to all
members and must have signatures of a majority or at least three-quarters (3/4) of the
members prior to adoption. The Secretary will include the text of the proposed
amendment in the notice of meeting.
       Section 2.    These bylaws may be altered, amended, or repealed, and new
bylaws may be adopted by two-thirds (2/3) of all Directors.
       Section 3.    Notice of intention to alter, amend, repeal, or adopt new bylaws will
be given to all members of the Board at least fourteen (14) days before the meeting at
which the vote will be taken.




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