Friends For Animals Bylaws

BYLAWS

ARTICLE I

NAME

Friends for Animals shall be called Friends for Animals – The Humane Society of Burke County, Inc. and shall be headquartered at 417 Kirksey Drive in Morganton, NC, 28655.

ARTICLE II

PURPOSE

The purpose of Friends for Animals shall be to promote and support the humane treatment of animals and to be an advocate for unwanted and uncared for animals in Burke County, NC.

ARTICLE III

MEMBERS

Any individual who pays the annual membership fee determined by the Board of Directors, herein called the Directors, or any institution or corporation that provides financial support for Friends for Animals shall be a voting member (good standing) for that year. Each member shall be entitled to participate in the Annual Meeting of Friends for Animals, and all special membership meetings, and to receive information regarding Friends for Animals. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

ARTICLE IV

BOARD OF DIRECTORS

Section 1

The business and property of Friends for Animals shall be managed and controlled by a Board of Directors. The Directors must be members of Friends for Animals. Directors are elected by the members at the Annual meeting. If a vacancy occurs during a year, this vacancy may be filled by a quorum of the Board for the unexpired portion of the term. All interim Directors must be voted on by the members at the next Annual meeting, and if approved, may serve the remainder of the vacated term. After completion of the vacated term in which an interim Director has been assigned, s/he may serve one additional term of three years. Directors may serve two consecutive three year terms and then must be absent from the Board for one year before being eligible for re-election to the Board.

The Board may not appoint an individual to a vacant Board seat that was intentionally left vacant at the Annual Meeting elections. These seats are reserved for a called membership meeting for the purpose of electing another Board member.

All newly elected Directors must sign a no-conflict of interest statement (See Article IV, Section 7).

Section 2

The Nominating Committee shall present its nominations for new Directors and Officers for the coming year to the Board of Directors prior to the annual meeting of the membership. The Directors shall have the right to return the nominations of the committee for further consideration and/or request a joint meeting between the Directors and the committee. The nominations shall be presented to the membership at the Annual Meeting for discussion and vote. Additional nominations may be made from members of Friends for Animals at the Annual meeting.

Each nominee will present a statement / profile of background to the membership before voting occurs. Voting shall be on a name by name basis.

Section 3

The number of Directors of Friends for Animals shall be at least nine (9) but not more than thirteen (13), excluding Honorary and Ex-Officio Directors. The number of Directors to be elected will be determined prior to the annual meeting. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

Section 4

Ex-Officio members of the Board of Directors shall include the Executive Director and president of the Advisory Board (when re-established) as well as Director of Operations of Friends for Animals. A representative to be recommended by the Burke County Veterinarian Organization may also serve as an ex-officio member. The Board of Directors may appoint Honorary Directors to the Board of Directors. Ex-Officio and Honorary Directors may attend Directors meetings with seat and voice only (no vote).

Section 5

The duties of the Directors are to establish and oversee the policies and to authorize and audit the activities of Friends for Animals. The Directors and Executive Director shall assist the president and Executive Committee in furthering the purpose of Friends for Animals and in generating the funds necessary to conduct the programs of Friends for Animals.

Section 6

A voluntary commitment to serve as a member of the Board of Directors assumes acceptance of a variety of personal responsibilities including:

A. Attendance at Directors’ meetings, special meetings and general membership. Any director, who is absent from three (3)consecutive Director meetings or three meetings within a year without notifying the president in advance, shall be deemed to have resigned from office and the vacancy shall be filled as provided in these bylaws.

B. A willingness to give freely and enthusiastically of time and expertise.

C. A thorough understanding of and belief in the issues, policies, goals and objectives of Friends for Animals.

D. Active participation and service on committees and/or acceptance of special assignments.

Section 7

No Director shall take any action to influence the conduct of Friends for Animals in any way as to confer financial benefit on another corporation or business in which the Director has a significant interest or affiliation. If an issue arises on which the Director could obtain a benefit for himself or herself, he/she must disclose, by updating the conflict of interest statement and verbally indicating in advance, the potential conflict and must refrain from voting on the matter of interest. The Board of Directors has authority to enter into and consummate any contract or transaction on behalf of Friends for Animals. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

ARTICLE V

OFFICERS

The officers of Friends for Animals shall be a president, vice president, secretary and treasurer. The officers shall hold office for a term of one (1) year or until their successor has been elected and qualified. Officers of the Board of Directors are in the service of the Board and subject to the authority of the Board.

Section 1

President: The President is the Executive Officer of Friends for Animals. The president shall perform those duties necessary to maintain the financial and functional well-being of the Corporation according to the guidelines of the Bylaws. Those duties shall include, but not be limited to, calling meetings, providing the agenda for the Board meetings and the Annual meeting, preparing the Annual report, appointing committees, providing instruments for Board supervision and evaluation of the Executive Director and the Director of Operations, taking actions to complete any decision arising from the Annual meeting or the Board of Directors meetings, monitoring compliance with the Bylaws. The President shall have the power necessary to carry out the above responsibilities in accordance with the authority of the Bylaws.

Vice President: During the absence or inability of the president to perform those duties set forth in Article V, Section 1, President, of these bylaws, the same shall be performed and exercised by the vice-president and, when so acting, he or she shall have all the powers and be subject to all the responsibilities hereby given or imposed upon the president or as delegated by the president. The vice-president shall monitor compliance with bylaws.

Secretary: The secretary shall take and publish minutes of all meetings of Friends for Animals. The secretary may assist the president in the conduct of correspondence and communications as needed. The secretary is responsible to the Board of Directors for reporting on and noting any inconsistencies of Board actions. The secretary shall maintain archives of all Board and committee meetings. In the absence of the President and Vice-President, the Secretary may serve as the acting President, with Secretarial duties delegated to another board member.

Treasurer: The treasurer shall receive, disburse and account for all funds used by Friends for Animals. The treasurer shall submit all records to an annual audit by an auditing authority appointed by the Board of Friends for Animals and shall make monthly reports of the financial status of Friends for Animals as directed by the Board. The treasurer of Friends for Animals shall be bonded by a North Carolina licensed bonding company. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

Section 2

The immediate past president shall serve as an advisor to the Executive Committee and the Directors and perform such duties as may be assigned.

Section 3

The officers of Friends for Animals shall constitute an executive committee that guides the president in the day-to-day conduct of Friends for Animals and meet as often as needed. It is recommended that the executive committee meet monthly and mandated that they meet no less than quarterly.

ARTICLE VI

COMMITTEES

There shall be such committees as are deemed necessary for the effective operation of Friends for Animals. The Directors shall determine the nature and charge of those committees. The appointment of committees and their chairs shall be the responsibility of the president with the advice and consent of the executive committee.

EXECUTIVE COMMITTEE

The Executive Committee shall consist of the elected officers of Friends for Animals. The president shall chair the committee. The Executive Committee shall be empowered as necessary on administrative matters between meetings of the directors. In addition, this committee shall take actions necessary to continue the day-to-day operations when a full meeting of directors is neither warranted nor practical. All actions taken by this committee shall be reported to the full Board at the next Board meeting. No policy decisions shall be made by the Executive Committee between Board meetings without approval of the majority of the Board of Directors.

NOMINATING COMMITTEE

The Nominating Committee shall consist of five (5) members, two (2) of whom shall be directors who are not up for re-election at the immediate upcoming elections. The Board of Directors shall choose, by majority vote of a duly constituted quorum, the two (2) directors who shall sit on the Nominating Committee. The President, subject to the approval of the executive director, shall propose the remaining three (3) members of the Nominating Committee. These three (3) individuals shall be members in good standing of Friends for Animals. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

FINANCE COMMITTEE

The Finance Committee shall consist of five (5) members who are appointed annually by the Board of Directors. One shall be the treasurer and one shall be a director not holding office. The Board of Directors shall nominate and vote to approve the remaining three (3) members of the committee. The three (3) individuals shall be members in good standing of Friends for Animals.

The Finance Committee shall function as an oversight committee providing ongoing evaluation and recommendations to the Board of Directors regarding all financial matters of Friends for Animals.

BYLAWS COMMITTEE

An ad hoc committee shall review the bylaws annually. There shall be five (5) members on the Bylaws Committee, two of whom shall be sitting directors. The Board of Directors shall choose, by majority vote of a duly constituted quorum, the two directors who sit on the Bylaws Committee. The president, subject to the director’s approval, shall propose the other three (3) members of the Bylaws Committee. Any suggested changes to the bylaws by this ad hoc committee shall be presented to the Board of Directors for review prior to the annual membership meeting.

These bylaws may also be altered, amended or repealed at the annual meeting of members of Friends for Animals or at any special meeting of the membership called for that purpose.

ARTICLE VII

MEETINGS

All meetings of Friends for Animals shall be conducted in accordance to Roberts Rules of Order, the most recent edition, except where herein otherwise stated.

ANNUAL MEETINGS & MEMBERSHIP MEETINGS

The annual meeting of Friends for Animals shall be called each year at a time and place fixed by the directors. The purpose of the Annual Meeting is to allow members to review the policies of Friends for Animals, review and/or amend the bylaws, elect members and officers to the Board of Directors, to hear and review the annual report and to review the financial status of Friends for Animals. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

Special meetings of the membership may be called by the board of directors or by 10% of the membership. The notice of special meetings must be no less than 10 days from the meeting date with notice including the place, time and purpose of the meeting. The quorum for any special meeting shall be simple majority of the directors and at least ten (10) percent of the membership of non-directors. It takes a simple majority of the voting membership present to pass any motion.

Informal meetings (non-voting) of the membership may occur at any time and may involve any number of members for the purpose of discussing urgent matters. These matters may be presented to the board for discussion at a future meeting.

At all meetings of the membership, each member shall be entitled to one vote. Family members who are eligible to vote would be those two individuals who signed or listed their names on the membership application form. One family member cannot utilize another family member’s vote. Unless otherwise specifically provided herein, all matters including elections shall be decided by majority vote of the members present at any membership meeting where a quorum is present.

BOARD OF DIRECTORS MEETINGS (Regular)

Regular meetings of the directors shall be held at least eleven (11) times during the fiscal year or when necessary at the call of the president or any other officer. Any three directors may call a meeting. Notice of directors meetings, whether called or regular, shall be no less than 24 hours by telephone, mail or email. A quorum of directors shall be a simple majority of the elected officers. All regular meetings of the Board of Directors shall be open to any member in good standing except at those times when the Board goes into executive session.

BOARD OF DIRECTORS MEETINGS (Special)

Special meetings of the Board of Directors may be called by the president or vice president and must be called by either of them upon the request of any three members of the Board of Directors. All special meetings of the Board of Directors shall be open to any member in good standing except at those times when the Board goes into executive session.

EXECUTIVE COMMITTEE MEETINGS

The Executive Committee shall meet at the call of the president or any officer so long as notice has been given. A quorum for the Executive Committee shall be a simple majority. Notice of Executive Committee meetings shall be made to the members of the Board of Directors. It is recommended that the Executive Committee meet monthly and mandated that they meet no less than quarterly. BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

COMMITTEE MEETINGS

The president or chairperson shall call meetings of committees appointed by Friend for Animals after notice has been given by telephone, mail or email. A quorum for committee meetings shall be a simple majority. Every committee, ad hoc or otherwise, should submit a written report.

ARTICLE VIII

PERIOD OF ACCOUNTING AND REPORTING

The fiscal year shall begin on January 1 and shall end on December 31 of each year.

ARTICLE IX

DISCIPLINARY ACTION

Termination of membership from this organization shall be based on good faith determination by the Board, or a committee or person authorized by the Board to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Organization, or has engaged in conduct materially and seriously prejudicial to the Corporation’s purposes and interests.

If grounds appear to exist for suspending or terminating a member, the following procedures shall be followed:

a) The Board shall give the member at least fifteen (15) days prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the Organization’s records.

b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.

c) The Board, committee, or person shall decide whether the member should be suspended, expelled or sanctioned in any way. The decision of the Board, committee, or person shall be final.

BCFFA Bylaws Revised 01/07/10 bylaws committee marked in yellow

ARTICLE X

INVESTMENTS

Friends for Animals shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it according to the judgment of the Board of Directors. When the funds have been given for a restricted purpose, Friends for Animals must respect the restrictions specified by the donor.

ARTICLE XI

MISCELLANEOUS

Section 1

The members shall be admitted and the officers, directors, committee members, employees and persons served by Friends for Animals shall be selected entirely on a non-discriminatory basis with respect to age, sex, race, religion, disability and national origin.

Section 2

No director shall be liable to Friends for Animals or its members for monetary damages for conduct as a direct except as described in N.C.G.S. 55A-28.1 and 55A-28.1a.

Section 3

Friends for Animals will indemnify directors to the extent allowed under N.C.G.S. 55A-17.2 and 55A-17.3. (Statutes of indemnification)