Friday, 24 September 2010 05:58
HUMANE SOCIETY OF LOGAN COUNTY
(Adopted 7-31-06, Amended 1-31-07, 1-16-08)
Article I Name
Article II Purpose
The name of this organization shall be Humane Society of Logan County, Incorporated, a nonprofit corporation. The principal place of the Society shall be Lincoln, Logan County, Illinois.
The purpose of the Society shall be:
a. to prevent cruelty to animals and to relieve their suffering;
b. extend humane education together with such allied purposes and programs as are consistent with or as may subsequently come into being as a result of amending the charter and/or by-laws of this Society;
c. to effect vigilance and inspection when and where warranted, concerning the care and treatment of animals in the area served by the Society, including cruelty to animals;
d. to give vigorous support for the purpose of improving all anti-cruelty and animal control laws;
e. to work toward the solution of overpopulation of animals;
f. to promote and share responsibility for proper care and placement of animals;
g. to oppose the release of any animal from public and private animal shelters for the purpose of biomedical research or any other purpose inhumane to animals, and to oppose any measure, administrative or legislative, that would make these practices permissible; and,
h. to aid in the return of lost animals to their owners.
Article III Membership
Section 1 Application for Membership
Any person or entity (business, corporation, association, etc.) interested in the objectives of the organization and expressing a desire to support the organization's programs will, upon written application to the Board of Directors, be granted membership in the organization upon payment of dues.
Section 2 Voting
Each membership category shall have one vote on each matter submitted to a vote of the members except junior members (under 18 years of age) and is in good standing (dues paid). There shall be no proxy voting.
Section 3 Membership and Dues
The Board of Directors shall determine the amount of dues.
Section 4 Payment of Dues
Dues for all categories of membership shall be tendered to the Board of Directors upon application for membership. Upon admission to the organization, a member's dues will be accepted by the organization and will not be refundable. Dues shall be paid annually and is renewable on the anniversary date. Those applicants applying for membership whose applications are rejected shall receive a refund of the dues tendered to the Board at the time of application.
Section 5 Privileges of Membership
a. The privilege of voting is granted upon approval of membership by the Board of Directors and payment of voting member's fee.
b. The privilege of floor shall be extended to any person present at a meeting. However, the privilege of making a motion shall be extended only to voting members.
c. The privilege of voting shall be contingent on the member's good standing and current payment of dues. The list of members eligible to vote at the annual meeting shall be certified by the Board ten (10) days prior to the meeting.
d. Each member except persons under 18 years of age shall have one vote.
e. Each member shall have the privilege to volunteer and serve on any standing committee established by the Board of Directors and to seek election (except persons under 18 years of age) to the Board of Directors.
Section 6 Termination of Membership
The Board of Directors may terminate, by written notice, any membership upon demonstration that the member does not support the purposes of the organization or has failed to use good faith in their dealings with the organization. Any person expelled from membership may appeal such expulsion to the voting membership of the Society at the next regular meeting by addressing a notice of appeal to the Secretary at least ten (10) days prior to such meeting. The voting members at such meeting may, by a majority vote, overrule any such expulsion. Their decision shall be final.
Section 7 Resignation
Any member may resign from the Society by filing a written resignation with the Secretary of the Society, but such resignation shall not relieve the resigning member of the obligation to any dues, assessments, or other charges theretofore accrued and unpaid.
Article IV Meetings of the Members
Section 1 General Membership Meetings
a. The annual meeting of the Society shall be held in January of each year at a place and date to be set by the Board of Directors, at which meeting all officers, directors, and chairpersons of standing committees and current committees shall present written reports summarizing the year's activities. The principal business for this meeting shall be the election of the Board for the ensuing year. Date, location, and time of the annual meeting shall be announced one month prior to the annual meeting by a mailing (electronic means is acceptable) to the membership and if so desired by publication in the local newspaper.
b. There shall be a minimum of one (1) other general membership meeting in July at a place and date designated by the Board of Directors. Date, location, and time of this meeting shall be announced and in the mail (electronic means is acceptable) to the membership at least thirty (30) days prior to the meeting.
c. The Board of Directors shall establish a schedule of meetings for each year. Notices of all general membership meetings and changes in the meeting schedule shall be announced through mailings (electronic means is acceptable) to the membership.
d. Special General Membership meetings may be called by the Secretary when directed by the President or by a majority of the Board of Directors or by written petition signed by twenty (20) voting members in good standing. Notice of such special meeting and the purposes for which it is called shall be mailed (electronic means is acceptable) to the members ten (10) days in advance of such meeting. This special meeting will take place within thirty (30) days of receipt of the request by the President of the Board of Directors. No other business shall be transacted at this meeting except that business for which the meeting is called.
Section 2 Quorum
A minimum of twenty (20) voting members shall constitute a quorum for the transaction of general membership business and a majority vote (except as otherwise specified in Article V, Section 5a of this document) of those members present shall carry the order of business at any meeting of the membership requiring votes by the general membership.
Article V Board of Directors
Section 1 Number
a. The Board of Directors shall consist of nine (9) voting members.
b. Seven (7) members of the Board of Directors will be elected by the general membership according to Article V Section 3 “Manner of Election”. In order to be elected or appointed to the Board to fulfill an unexpired term of an elected Board member, a person must be a member of the organization for at least three (3) months prior to election or appointment.
c. Two (2) advisory members of the Board of Directors shall be appointed on an annual basis, or as needed to fill a vacancy, by the seven duly elected Board members. These two members will serve as advisors and must have any area of expertise that is needed to fulfill the goals of the Humane Society of Logan County. (i.e. veterinarian, contractor, fund raiser, political figure, etc.)
d. The immediate past president of the Humane Society of Logan County shall serve as an ex-officio member of the Board of Directors except when eligible and elected to serve an additional term on the Board. The immediate past president when serving in an ex-officio capacity shall have all privileges of other Board members except that of voting and of making a motion.
e. No employee of the Humane Society of Logan County shall be a member of the Board of Directors.
Section 2 Terms of Office
Directors shall be elected for terms of two (2) years, serving staggered terms with four (4) directors elected in even-numbered years and three (3) directors elected in odd-numbered years. Elections shall be held at the January annual general membership meeting of the Society. Members of the Board may serve two (2) consecutive terms, and may be returned to the Board only after the lapse of one year from the end of their second term. When a director is completing a term for a resigned or dismissed director, that term shall be considered a full term if the director completes one year or more of service to the Board and is eligible for only one more term without a lapse in service. A director completing a term for a resigned or dismissed director of less than one year shall be eligible for the next two consecutive terms without lapse of service.
Section 3 Manner of Election
The Secretary may receive letters of intent after December 1 of each year and up to the meeting time of the annual general membership meeting. The President shall receive these nominations from the Secretary at this meeting and shall announce and reconfirm at that time the nomination with each nominee. Letters of intent serve as acceptance of nomination. These nominees individually require a second from a voting member present at this meeting. After presenting the candidates, the President shall take additional nominations from the voting membership. Each of these nominations requires a second and the nominee must accept or decline the nomination at that time. Individuals nominated from the floor must be present in order to be considered by the membership for election to the Board of Directors.
If fewer nominations exist than there are seats available, the remaining seats on the Board of Directors shall be declared vacant and filled as prescribed in section 4b.
c. Directors shall be elected by a plurality of votes cast by secret ballot if contested and by voice vote if not contested at the January annual meeting.
Section 4 Vacancies
a. Vacancies on the Board of Directors may result from resignation, removal, or death of a
b. Vacancies on the Board of Directors shall be filled as soon as possible. The Board of Directors may appoint a member to serve on the Board of Directors provided a special membership meeting called and duly noticed to elect a member to fill the vacancy, has failed to achieve a quorum of voting members. No more than two vacancies may be filled by the Board of Directors within one year. All other vacancies on the Board of Directors shall be filled by the voting membership. In the case of a vacancy of a Board seat, and the subsequent special election of a new Board member, the term shall be effective from the date of the special election until the end of the term of the member who is replaced.
Section 5 Removal of a Board Member
a. A petition of 20 voting members of the Society may call for an open hearing for the removal of a Board member. The general membership shall be informed of the hearing time, date, and place at least ten (10) days prior to the hearing. A quorum of 20 voting members is required. A two-thirds (2/3) vote of the general membership present at the hearing shall suffice to remove a Board member from office.
b. A Board member absent from three (3) Board meetings during any calendar year without an approved excuse shall be automatically removed from the Board. The Board member who has been removed may appeal to the Board, in writing, within twenty (20) calendar days following notice of removal. Such appeal shall be heard and resolved by an appeals panel composed of the President and two (2) Board members chosen by the majority of the Board; the majority decision of this panel shall be final.
Section 6 Authority
a. The Board of Directors shall have control of and be responsible for the policies, programs, and property of this organization, and shall have the power to appoint or remove all appointees, including those directly employed by the Board, and shall have the power to do or require to be done everything deemed necessary or expedient to promote the welfare for this organization.
b. The Board of Directors shall have the exclusive authority to recommend, appoint and/or remove the Society's representatives to other organizations, boards, etc. in which the person(s) represent the interest or directives of the Society. Said appointees serve at the pleasure of the Board and may be removed by a majority of the Board.
c. The Board of Directors shall have the exclusive authority to elect the officers for the Board of Directors who shall serve as the officers of this organization.
Section 7 Conflict of Interest
Board members shall disclose, in the discussing of or vote upon, any issue in which they have a conflict of interest. The disclosure of such conflict of interest shall be recorded in the minutes of the meeting at which the disclosure is made.
Section 8 Compensation
Board of Directors and members of committees shall be classified as volunteers and shall not receive any salaries or fees for their services, but may be reimbursed for any justifiable expenses incurred in fulfilling his/her duties.
Article VI Meetings of the Board of Directors
Section 1 Organizational Meeting
Each year a meeting of the Board of Directors shall be held no later than four (4) weeks following the election of the new Board members. This meeting shall be designated the organization meeting, at which time the Directors shall elect their new officers for the Board, shall make all necessary appointments to standing committees, and plan the year's schedule of membership meetings and other events. The Directors shall establish a schedule of regular Board of Director's meeting for the year at this organizational meeting. This schedule, along with other dates of interest to the membership and the list of new officers and all appointments, shall be communicated to all members of the Society within 30 days following the Organizational Meeting.
Section 2 Special Board Meetings
Special Board meetings may be called by the President or by a majority of the voting members of the Board of Directors. The purpose of this meeting shall be announced and no other business shall be transacted at this meeting. These meetings shall be open unless closed by the majority vote of the Board.
Section 3 Closed Sessions of the Board of Directors
The Board of Directors may have a closed session during or following a regular or special meeting upon a motion and majority vote of the Directors present for the purpose of the following:
Deliberation or advice concerning any legal matter.
Personnel matters concerning, but not limited to, hiring, compensation, promotion, dismissal, demotion, discipline, or investigation of charges against specific persons which, if discussed in public, may or would likely have a substantial adverse effect upon the reputation of any person.
Deliberations or negotiations in respect to any contracts for services or purchase of property.
In the event a meeting is closed, a tape-recorded record of the proceedings shall be maintained by the Secretary in confidence for a period of two (2) years.
Section 3 Quorum and Voting
A majority of the voting Directors shall constitute a quorum for the transaction of any business and a majority vote of the Directors present shall carry the order of business at any regular or special meeting of the Board. There shall be no proxy voting at any Board meeting. Unless a direct conflict of interest is demonstrated, no member of the Board may abstain from voting on matters before the Board except the President who shall be required to vote only in cases of a tie vote. An abstention because of a conflict of interest shall not affect the existence of a quorum.
Article VII Officers
Section 1 Numbers and Titles
The officers of the organization shall be a President, a President-elect, a Secretary, and a Treasurer, all of whom shall be elected from the Board of Directors by the Board. These officers shall serve for a period of one (1) year and may succeed themselves when circumstances warrant succession. A person may succeed themselves on an office only once. The President shall become a non-voting ex-officio member of the Board for the year following that year's Presidency unless the person is still within their term of office as a Director or is re-elected to the Board of Directors for a new term. The President-elect shall become President automatically. If for any reason, the President-elect fails to become the new President, the new President is selected in the same manner as all other officers of the Board.
Section 2 President
The President shall be the Chairman of the Board of this organization, shall preside at all meetings of the Board of Directors and of the membership, and shall be an ex-officio member of all committees of the organization. The power is vested in the Board to delegate to the President the authority to execute all legal documents by and for the Society. The President shall not have the authority to enter into any legal agreements binding the Logan County Humane Society without Board approval. The President shall deliver a comprehensive report to the membership at the annual meeting.
Section 3 President-elect
The President-elect shall assume all the duties of the President in the absence of the President. The President-elect shall assist the President in all ways possible so as to prepare for the next year as President.
Section 4 Secretary
The Secretary shall give due notice of the time and place of all meetings when so directed by the President, take minutes, preserve the records of the organization, and perform such other duties usually expected of this officer; shall preserve in custody the corporate seal, by-laws, records, and archives for the Society, unless otherwise directed by the Board; and shall answer and initiate general correspondence, keeping copies of all Society correspondence.
Section 5 Treasurer
a. The Treasurer shall have custody and charge of the financial records of the organization; shall receive and deposit all monies, trusts, and securities in the name of the Society; shall disburse funds as necessary; and shall perform other duties pertinent to this office. The Treasurer's account shall be reported at general membership meetings and shall be audited by an independent certified public accountant selected by the Board.
b. All disbursements of the Society’s funds shall require two signatures, at least one of which must be a member of the Board of Directors. Persons to sign such disbursements shall be designated each year by the Board of Directors.
The power is vested in the Board of Directors to delegate to the Treasurer the authority to execute all fiscal documents for the Society. The Treasurer shall not have the authority to enter into any legal agreement binding the Logan County Humane Society without Board approval. The Treasurer shall deliver a comprehensive report to the membership at the annual meeting.
d. The Treasurer shall be an ex-officio member of the Finance Committee.
Article VIII Committees
Section 1 Number and Titles of Standing Committees
The standing committees of the Society shall be the Administrative Committee, the Animal Affairs Committee, the Finance Committee, Fundraising Committee, Public Relations Committee, and the Membership Committee. All members of the Logan County Humane Society shall be eligible to participate in any committee. However, all committee chairpersons must be 18 years of age or older. All committees shall be responsible to and provide reports of their activities to the Board. The President shall serve as ex-officio members of all standing committees.
Section 2 Selection
a. The Board of Directors as soon as possible after the election of officers each year shall appoint members and chairpersons for the standing committees. During the year, committee chairpersons may fill any vacancies in the committee with approval of the Board and in compliance with these by-laws. The term of service for members of a standing committee is two years. The term of office for the chair position is one year. Members on a committee or chair of a committee may succeed themselves.
b. The Board of Directors shall have the authority to create ad hoc committees as needed to further the purposes of the organization or accomplish special tasks. The term of service for members of these committees shall be determined by the Board. Additionally, the President may appoint members to carry out special projects or tasks as needed. Examples of such appointments may include, but are not limited to, such positions as cruelty investigators, parliamentarian, or pro bono legal counsel. Any such action by the President shall be reported to the Board.
Section 3 Administrative Committee
a. The membership of the Administrative Committee shall include at least one member of the Board of Directors other than the President.
b. The duties of the committee shall be to oversee administrative functions of the Society such as, but not limited to, the property, policies and procedures, job descriptions, personnel, and general administrative responsibilities.
Section 4 Animal Affairs Committee
a. The membership of the Animal Affairs Committee shall include at least one member of the Board of Directors other than the President.
b. The duties of the committee shall be to oversee functions of the Society that directly involve animals. These functions shall include, but not be limited to, adoption program, shelter program, foster program, cruelty investigation program, and the spay/neuter program.
Section 5 Finance Committee
a. The membership of the Finance Committee shall include the Treasurer.
b. The duties of the committee shall be to advise the Board on financial investments and issues, to assist in planning the annual budget and statement, to review fund-raising endeavors, and analyze monthly cash flow reports and financial projections.
Section 6 Fundraising Committee
a. The membership of the Fundraising Committee shall include at least one member of the Board of Directors other than the President.
The duties of the committee shall be to develop and initiate programs and strategies to procure funds for the organization on a monthly basis.
Section 6 Public Relations Committee
a. The membership of the Public Relations Committee shall include at least one member of the Board of Directors other than the President.
b. The duties of the committee shall be to develop and initiate programs and strategies to promote the organization in the community. Subcommittees shall include, but not limited to, Newsletter Sub-Committee, Web Site Sub-Committee, News Media Sub-Committee, and Education Sub-Committee.
Section 6 Membership Committee
a. The membership of the Membership Committee shall include at least one member of the Board of Directors other than the President.
b. The duties of the committee shall be to develop and initiate programs and strategies to obtain new members, retain existing members, and to activate all interested members into appropriate programs of the Society.
Article IX Amending By-Laws
a. These by-laws may be amended at any regular or special meeting called for this purpose.
b. Amendments shall be submitted to the Board in writing, carrying the signatures of at least five (5) members. Amendments may also be instigated by the Board.
c. Following approval by the Board, copies of the proposed amendments to these by-laws shall be presented to the membership by the Secretary at least fifteen (15) days prior to the meeting at which the proposed amendments shall be voted upon.
Article X Effective Date of These By-Laws
These by-laws are effective upon the date of their adoption.
Article XI Rules and Parliamentary Procedure
Any question concerning parliamentary procedure at regular or special meetings of the members of the Society or its Board of Directors shall be determined by reference to “Robert's Rules of Order, Revised."
Article XII Officers' and Directors' Liability and Indemnification
a. No officer or director of the Society shall be liable in money damages to any person by virtue of any action taken as part of the officer's or director's responsibility unless:
the officer or director has breached his or her duties to the Society, and said breach constitutes a violation of criminal law which the officer or director had, or should have had, reason to understand was such violation;
a transaction from which the officer derives an improper benefit, or an act committed in recklessness, bad faith, maliciousness, or willful and wanton disregard of human rights, safety, or property.
b. The Society shall be entitled to indemnify any officer or Board member of the Society for any civil liability incurred during the term of office for actions directly related to the role of officer or Board member, provided that such officer or Board member acted in good faith with reasonable belief that his or her actions were in the best interests of the Society and such indemnification is authorized by law.
Article XIII Dissolution
The Humane Society of Logan County may be dissolved at any time by a two-thirds (2/3) vote of the Board of Directors. In the event this organization shall be dissolved, or cease to exist, any and all property, proceeds thereof, and assets of the corporation shall, after payment of debts, be donated to a similar charitable organization in Logan County for the benefit of animals as selected by the Board of Directors.