BY-LAWS
of
THE SOMERSET-PULASKI COUNTY HUMANE SOCIETY, INC.
(Amended March 5, 2009)
ARTICLE I
Name
The name of this Society shall be the Somerset-Pulaski County Humane Society, Inc.
ARTICLE II
Purpose
The purpose of this Society shall be the prevention of cruelty to animals, the education of the community with regard to proper care and treatment of animals, the active promotion of spay/neuter programs, the encouragement of pro-animal legislation, and the establishment of a no-kill animal shelter in Pulaski County.
ARTICLE III
Members
Section 1 – Eligibility. Any person who supports the purpose of this Society, as stated in Article II, shall be eligible for membership.
Section 2. – Membership Requirements. A person eligible for membership may become a member by submitting an application, which is subject to approval by the Board of Directors. The Board, by majority vote of those in attendance at a regular meeting, may reject the application. The Board may also revoke a current membership, by majority vote, if it is determined that said membership may be detrimental to the best interests of the Society.
Section 3 – Membership Renewal. Membership in the Society will be renewed automatically at the beginning of each membership year. If a member is no longer able to participate in the Society, or requests to have his/her membership terminated, that person’s name shall be removed from the membership rolls.
Section 4 – Membership Year. The membership year shall commence on April 1 and conclude on March 31.
ARTICLE IV
Officers
Section 1. Officers and Duties. The officers of the Society shall be a President, a Vice-President, a Secretary, a Treasurer, and additional Directors. The total number of officers shall be no fewer than five (5) and no more than twelve (12). The officers shall constitute the Executive Board, and shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society. Any one of the following - President, Vice-President, Secretary or Treasurer - may officially sign documents on behalf of the Society.
Section 2. Office-Holding Limitations. A member may hold more than one office at a time, except for the President.
Section 3. Eligibility to Hold Office. Anyone may serve on the Board of Directors, provided that he/she is at least eighteen (18) years of age.
Section 4. Time for Election of Board of Directors. Board members shall be elected at the regular meeting of the Board of Directors held in April of each year. They shall assume their duties at the conclusion of that meeting.
Section 5. Term of Office. Officers shall serve for a period of one (1) year, unless they resign, become incapacitated, or are removed from office in compliance with Section 7 of this Article. In the event that an officer does not complete his/her term, the Board may decide, by majority vote, whether or not to replace that person for the remainder of the term. If the departing Board member reduces the total number of officers below the minimum number established in Section 1 of this Article, the Board must replace that member within 30 days of his/her departure from the Board. At the discretion of the Board, new members may be added to the Board during the course of a year, provided the total number of Board members does not exceed the maximum number established in Section 1 of this Article. In such cases, the term of office shall extend only to the subsequent April Board meeting.
Section 6. Election Procedures. At the regular Board of Directors meeting in April, elections shall be held for officers for the following year. Two Board members (the election committee), selected by the President, shall conduct the election. The President shall be elected first, followed by the Vice-President, Secretary and Treasurer (in that order). Finally, additional Board members may be elected, in compliance with Section 1 of this Article.
Any Board Member may nominate a person for office. Once nominations are closed for a particular position, a paper ballot shall be distributed to each Board member, who may vote for one candidate. Ballots shall be collected and tallied by the election committee, and the result announced prior to consideration for the next office. A winner must receive a majority of the votes cast. If this does not occur on the first ballot, a re-vote will occur. The candidate having received the least number of votes, or any candidate(s) receiving only one (1) vote, will be removed from contention. This process will continue until one candidate receives the majority of the votes cast. If any ties occur that must be resolved, a coin toss, conducted by the election committee, shall be implemented. In the event that there is only one candidate for an office, the paper ballot may be eliminated, at the discretion of the election committee, and a voice vote implemented.
Once the President, Vice-President, Secretary and Treasurer have been elected, additional Board members shall be elected, so as to fulfill the conditions of Section 1 of this Article. The same procedure as described in the preceding paragraph shall be utilized.
Section 7. Removal from Office. Any Board member may be removed from office by a two-thirds vote of the Board of Directors at any regular or special Board meeting, provided a quorum is present.
ARTICLE V
Membership Meetings
Section 1. Annual Meeting. There shall be a meeting of the membership on the second Thursday of April. This meeting, which shall be known as the “annual meeting,” shall be for the purpose of announcing the election of officers, receiving reports of officers and committees, and for any other business that may arise.
ARTICLE VI
Executive Board
Section 1. Board Composition. The officers of the Society, including the Directors, shall constitute the Executive Board.
Section 2. Board’s Duties and Powers. The Executive Board shall have control of the affairs of the Society, and shall perform such other duties as are specified in these bylaws.
Section 3. Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Thursday of each month. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board.
Section 4. Quorum. For the purpose of conducting business, forty percent (40%) of the members of the Executive Board shall constitute a quorum.
Section 5. Resignations. A member of the Board of Directors may resign by submitting to the Secretary a letter to that effect. The Secretary shall inform the Board members of the receipt of such letter at the subsequent Board meeting, and notice of the resignation shall be included in the minutes of the meeting. The Board may, by majority vote of those in attendance, with a quorum being present, elect a successor to fulfill the term of the individual who resigned.
ARTICLE VII
Committees
Section 1. Fundraising Committee. A Fundraising Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for securing funds for the operation of the Society. This may include, but is not limited to, fund-raising events, solicitation of government entities and businesses, and applying for grants.
Section 2. Membership Committee. A Membership Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for the securing of new members, written reminders to members regarding payment of dues, and conducting an annual membership campaign during the month of March.
Section 3. Education Committee. An Education Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for educating the community regarding the work of the Society, the need for spaying and neutering pets, and other issues relative to the welfare of animals in Pulaski County.
Section 4. Legislative Committee. A Legislative Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for working with legislators at all levels of government for the purpose of securing legislation consistent with the purpose of the Society.
Section 5. Public Relations Committee. A Public Relations Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for promoting the mission of the Society through the media, publishing and distributing an informative newsletter on a regular basis, keeping the residents of Pulaski County apprised of Society-sponsored programs, and whatever other activities may contribute to the development of positive community relations.
Section 6. Spay/Neuter Committee. A Spay/Neuter Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for setting up and conducting periodic spay/neuter clinics in Pulaski County.
Section 7. Adoption Committee. An Adoption Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for securing permanent placement for foster animals and other adoptable pets.
Section 8. Building and Grounds Committee. A Building and Grounds Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for the maintenance of any structures located on Humane Society property, and for the maintenance of the grounds.
Section 9. Special Events Committee. A Special Events Committee shall be appointed by the President promptly after the annual meeting. This committee shall be responsible for planning special events such as adoption days, spay/neuter programs, and whatever other events may be sponsored by the Society.
Section 10. Other Committees. Such other committees, standing or special, shall be appointed by the President as the Executive Board shall from time to time deem necessary to carry on the work of the Society.
Section 11. President’s Ex-Officio Committee Membership. The President shall be ex officio a member of all committees except the Nominating Committee.
Section 12. Committee Composition. Any member of the Society may serve on a committee. The chairperson of each committee shall be appointed by the Board or, with the Board’s approval, left to the discretion of the committee.
Section 13. Committee Reports. Committees should submit a monthly report of their activities to the Board. These reports may be provided in advance in writing, or by an oral report, delivered by a representative of the committee at the Board meeting.
ARTICLE VIII
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
ARTICLE IX
Amendment of Bylaws
These bylaws may be amended at any regular meeting of the Executive Board by a two-thirds vote, provided that all Board members have received at least ten days notice, in writing, of the proposed amendment.