By-Laws of
Hurricane Pets Rescue (HPR),
A NOT-FOR-PROFIT
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 Button.
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.
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
· 1-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.