By Laws

 

A 501CLogo oie_transparent[1].png 6-6-14 created3 NOT-FOR-PROFIT ANIMAL WELFARE ORGANIZATION

 ARTICLE I

ORGANIZATION

  1.  The name of the organization shall be Hurricane Pets Rescue (HPR).
  2.  The organization shall have a seal which shall be in the following form: Logo, Banner, Animated Banner and Animated Bu
    tton.

ARTICLE II PURPOSES

The purposes of this organization shall be to rescue abused, abandoned, surrendered & disaster relief homeless animals.

ARTICLE III MEMBERSHIP

This organization shall have two classes of members: Class A – shall consist of volunteers who are committed to being an active part of rescue operations and agree to abide by the principles and moral values upheld by this organization with regard to:

  1. Encouraging, educating, enforcing spay/neuter.
  2.  Forbidding cats that are adopted directly through HPR to be declawed, except out of medical necessity which will require the consent of the Board of Directors of HPR.
  3.  Safe transport of animals.
  4. Foster home guidelines.
  5.  Ensuring all animals adopted through or fostered by HPR are up-to-date on all vaccinations and tested for FIV/FeLV.

Members of Class A shall be entitled to vote on all matters put before the membership.

Class B – shall consist of all members who do not belong to Class A. Members of Class B shall not be entitled to vote on matters submitted to a vote of the members.

ARTICLE IV MEETINGS

Annual Meeting

The annual membership meeting of this organization shall be held on the first Thursday of June each and every year, or at another time designated by the Board of Directors.

Place of Meetings

Meetings shall be held in a private chat forum on the Hurricane Pets Rescue website, or another online forum designated by the Board of Directors.

Notice of Meetings

The Secretary shall email every voting member at his/her address as it appears in the membership roll book in this organization, a notice telling the time and place of such annual meeting.

Regular Monthly Meetings

Regular monthly meetings of this organization shall be held on a date and time to be determined by the Board of Directors.

Quorum

The presence of not less than 25 percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting and reconvene the meeting one time without further notice.

Special Meetings

Special meetings of this organization may be called by the Executive Director, Board of Directors, or not less than ¼ of all voting members when deemed for the best interest of the organization. Notices of such meeting shall be emailed to all members at their email addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.

Actions of Membership

The membership shall try to act by consensus. However, the vote of a majority of voting members, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of membership.

ARTICLE V VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice Election of the officers will be done by the President / CEO .Officers shall hold office until replaced, terminated by the President / CEO, resigned or unable to perform such office.

ARTICLE VI ORDER OF BUSINESS

  1. Roll Call.
  2. Reading of the Minutes of the preceding meeting.
  3. Reports of Committees.
  4. Reports of Officers.
  5.  Old and Unfinished Business.
  6.  New Business.
  7.  Adjournments.
  8.  

ARTICLE VII BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors.

Nomination of Directors

At any meeting at which the election of a Director occurs, a voting member may nominate a person with the second of any other voting member.

The Board of Directors shall have the control and management of the affairs and business of this organization.

Election of Directors

A person who meets any qualification requirements to be Director and who has been duly nominated may be elected as a Director. Directors shall be elected by the vote of the membership of Class A of the organization.

Board members can re-elect their colleagues and/or others to the Board positions.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

The Executive Director of the organization by virtue of his/her office shall be Chairman of the Board of Directors.

The Board of Directors shall select from one of their members a secretary.

A director may be removed when sufficient cause exists for such removal.

ARTICLE VIII OFFICERS

The foundation officers of the organization shall be as follows:

 Executive Director

 Director of the Western United States

 Director of the Eastern United States

 5 Regional Case Managers (Western, North Central, Southern, North Eastern, Mid-Atlantic, South Eastern)

 Secretary

Treasurer

 Administration 

The Board of Directors may create additional officer positions, define the authority and duties of each such position and elect or appoint persons to fill the positions. Two or more offices may be held by the same person.

Removal

Any officer elected or appointed by the membership may be removed by the Board of Directors only with good cause.

Offices

The Executive Director shall supervise and control all of the business and affairs of the association. ·         Shall preside at all membership meetings.

 Shall by virtue of his/her office be Chairman of the Board of Directors.

 Shall present at each annual meeting of the organization, an annual report of the work of the organization.

 Shall be one of the officers who may authorize disbursement of funds on behalf of the organization.

 Either the Eastern Director of the United States or the Western Director of the United States, as appointed by the Board of Directors, shall in the event of the absence or inability of the Executive Director to exercise his/her office become Acting Executive Director of the organization with all the rights, privileges and powers as if he had been the duly elected Executive Director.

The Secretary shall take and keep the minutes and records of the organization in appropriate books.          Shall keep a register of the mailing and email addresses of each member, Director and officer of the organization.

Shall give and serve all notices to members of this organization.

 Shall be the official custodian of the records and seal of this organization.

 Shall present to the membership at any meetings any communication addressed to him/her as Secretary of the organization.

 Shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.

 Shall perform duties as assigned by the Executive Director or the Board of Directors.

 Shall perform all duties incident to the office of secretary.

 Shall be a member of the Board of Directors.

The Treasurer shall have the care and custody of all funds belonging to the organization and shall be solely responsible for such funds.

Shall receive and give receipts of money due and payable to the organization from any source. ·         Shall deposit all moneys in the name of the organization in a savings bank set up for the purposes of transactions for the organization.

Must be one of the officers who shall sign checks of the organization.

No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

Shall maintain the financial records of the organization.

 Shall prepare financial reports monthly.

 Shall perform other duties as assigned by the Board of Directors.

Shall exercise all duties incident to the office of Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

Compensation

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation for funds expended on behalf of the organization.

ARTICLE IX COMMITTEES

The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee and appointing or removing members of a committee. A committee may include two or more Directors and may include persons who are not directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the Chairman its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by the Bylaws. No committee shall have the authority of the Board of Directors to:

 Amend the Articles of Association.

 Amend, alter, or repeal the Bylaws.

Take any action outside the scope of authority delegated to it by the Board of Directors.

 Take final action on a matter that requires the approval of the Board of Directors.

Authorization of Specific Committees

There shall be the following committees:

Rescue Committee

Transportation Committee

Fundraising Committee

Public Relations Committee

The Board of Directors shall define the activities and scope of authority of each committee by resolution and post responsibilities/job descriptions to the organization’s website.

Chair and Vice-Chair

One member of each committee shall be designated as the chair of the committee and another member of each committee shall be designated as the vice-chair. The chair and vice-chair shall be elected by the members of the committee, except for the Rescue Committee. The chair shall call and preside at all meetings of the committee. When the chair is absent, is unable to act, or refuses to act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.

Notice of Meetings

Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than seven days before the date of the meeting. The notice shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.

Quorum

One half or other fraction or percentage of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is not present at any time during a meeting, the chair may adjourn and reconvene the meeting one time without further notice.

Actions of Committees

Committees shall try to take action by consensus. However, the vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by the bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.

Compensation

Committee members shall not receive salaries for their services. The Board of Directors may adopt a resolution providing for a budget for the committees’ use on behalf of the organization.

Rules

Each committee may adopt rules for its own operation not inconsistent with the bylaws or with rules adopted by the Board of Directors.

ARTICLE X BOOKS AND RECORDS

The organization shall keep correct and complete books and records of account. The organization’s books and records shall include:

 A copy of all documents filed with the Secretary of State relating to the Association, including, but not limited to, the Articles of Association and any Articles of Amendment.

 A copy of the Bylaws, and any amended versions or amendments to the Bylaws.

 Minutes of the proceedings of the members, Board of Directors, and committees having any of the authority of the Board of Directors.

 A list of the names and addresses of the members, Directors, officers and any committee members of the Organization.

 A financial statement showing the income and expenses of the Association for the three most recent fiscal years.

Inspection and Copying

Any member, director, officer or committee member of the organization may inspect and receive copies of all books and records of the organization required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the organization and if the person submits a request in writing. Any person entitled to inspect and copy the organization’s books and records may do so through his or her attorney or other duly authorized representative. The Board of Directors may establish reasonable fees for copying the organization’s books and records by members.

ARTICLE XI SPECIAL PROCEDURES CONCERNING MEETINGS

Decision Without Meeting

Any decision required or permitted to be made at a meeting of the members, Board of Directors, or any committee of the organization may be made without a meeting. A decision without a meeting may be made if correspondence has ensued via email among the majority of all persons entitled to vote on the matter. The final email shall be placed in the organization’s minutes book and kept with the organization’s records.

ARTICLE XII AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors. The notice of any meeting at which the Bylaws are altered, amended or repealed, or at which new Bylaws are adopted shall include the text of the proposed Bylaw provisions, as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.

 

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