Constitution and
By-Laws
Of
Animal Haven of Hope
Society, Inc.
As Voted On
May 28, 2009
Constitution and By-Laws
Of the
Animal Haven of Hope
Society, Inc.
Article I.
NAME AND PURPOSE
A. This
organization shall be called the Animal Haven of Hope Society, Inc. and shall
be operated as a non-profit, charitable corporation pursuant to applicable
Georgia State Law and in compliance with IRS 501(c)3.
B. This
Corporation shall adhere to the Code of Ethics and Conflict of Interest
Policies at all times which are attached to these by-laws.
C. The
primary purpose of this corporation is to provide effective means for the
prevention of cruelty of animals throughout Liberty and surrounding Counties. To assist individuals and those charitable
animal welfare organizations in good standing with the federal and state
governments. To afford relief to such
animals when sick, injured or otherwise in distress; to assist in the placing
in new homes the unwanted or abandoned animals; to cooperate with the
Municipal, County, and State Authorities in preventing cruelty to animals and
to increase kindness to and consideration of animals through education and
whatever means it is ethical to employ.
D. This Corporation shall be authorized to
acquire and own property and to hold title to and convey the same through its
Board of Directors.
Article II.
Mailing
Address
The mailing address of this Corporation shall be
Post Office Box 2135, Hinesville, Georgia, 31310-7135. The Board of Directors may, from time to
time, change the address of its registered office by a duly adopted resolution
and filing the appropriate statement with the State of Georgia.
Article III.
Membership
A The members of this Corporation are those persons,
corporations or other entities having membership rights in accordance with the
provisions of these by-laws.
B. The Corporation will have two (2) classes of members. They shall be the following: Regular membership with one vote and Sponsor membership with no vote. Dues for each class of membership shall be set by the Board of Directors.
C. The annual dues are payable to this Corporation
by each class of membership. The first annual dues shall be payable in full and
submitted with the application for membership. All future dues shall be due and
payable annually. Failure to pay dues shall cause the membership to lapse.
D. The
annual meeting of full membership of the Corporation shall be held in the month
of May of each year at a time and place to be designated by the Board of
Directors and to be announced by at least seven (7) days prior with written
notice to the members.
E. Special meetings of the membership may be called
by the Board of Directors, the President, or twenty-five (25) percent of the
members entitled to vote. Such special meetings shall be at a time and place to
be designated by the party calling said meeting and accompanied by at least
five (7) days prior written notice to the members. Said call is to contain a
statement of the matters to be considered at said meeting, and no business
shall be transacted except that stated.
F. Each
member, regardless of class of membership, will be entitled to one (1) vote on
each matter submitted to a vote of members.
Only those members whose dues are current shall be eligible to vote as
members in good standing. All
members MUST have a valid email on file with this Corporation and the Recording
Secretary shall certify as to eligibility and email address of each
member. Members understand that in
order to provide fast, cost effective communication, such email addresses shall
be used for all correspondences with this Corporation. Email verification may be waived upon
approval of the Board of Directors and on the condition that a valid mailing
address is provided to this Corporation.
The Board reserve the right to revoke any membership determined to be in
the best interest of the organization.
Revoked membership notifications shall be made via certified mail. Membership fees are non-refundable.
G. In all matters requiring a vote of the
membership, cumulative voting shall be prohibited.
H. A member may vote either in person or by proxy,
executed in writing by the member of his duly authorized representative. Proxy votes will be managed via this
Corporations website, email or U.S. mail.
I. The number of members represented in person or by
proxy who constitutes a quorum shall be 20% of the members.
J. Membership in this Corporation is
non-transferable and non-assignable.
K. Membership in this Corporation shall cease
due to death, non-payment of dues or upon receipt of written notice of
resignation.
L. Only members in good standing who have
attended a minimum of six (6) meetings per year during the term previous to the
election are eligible to vote for members of the Board of Directors.
Article IV.
Board
of Directors
A. This organization is owned by its active members
and shall be governed by a Board of Directors.
B. The Board of Directors is that group of members
vested with the management of the business and affairs of this Corporation
subject to the law, the Articles of Incorporation and these by-laws. Directors shall not be employed by this
Corporation, animal control or any entity that might cause a conflict of
interest.
C. The number
of directors of this Corporation will not be less than three (3) nor more than
five (5) members, with the number to be determined by the vote of two-thirds
(2/3) of the directors at any regular meeting.
D. Directors will be elected for terms of two (2)
years. Each year at the annual meeting of members, additional members shall be
elected to fill vacancies occurring due to resignations, expirations of term,
or need for additional directors. Members of the Board of Directors shall be
eligible to succeed themselves. Their terms of office shall begin at the
conclusion of the annual meeting at which they were elected.
E. Resignation of directors will become effective
immediately or on the date specified in any resignation and vacancies will be
deemed to exist as of such effective date. Any vacancy occurring in the Board
of Directors shall be filled for the remainder of the term by appointment by
the President, but shall be subject to confirmation at the next scheduled
meeting of the Board of Directors.
F. Meetings of the Board of Directors shall be
held monthly or as deemed necessary for the operation and mission
accomplishment of this Corporation and at a time and place designated by the
board. One third (1/3) of the total number of directors being present shall
establish a quorum. Meetings shall
remain open to the public and disclosed on the organization’s website. Closed Board Meetings shall only address
employee and whistleblower issues and minutes of such meetings will NOT be
published and released to the public.
G. Special
meetings of the Board may be called by the President at his/her discretion, or
the Vice President upon written request of five (5) or more members may call a
special meeting. Called meetings shall consider only the business matter
contained in the special call.
H. The Board of Directors shall have the power
to remove any member of this board for malfeasance, such as negligence and
unacceptable conduct.
I. Any member of the Board of Directors who misses
three (3) consecutive meetings is automatically removed from the Board. In
extenuating circumstances, the Board may extend the member’s appointment by
majority vote. Removal action will be communicated to the board member removed.
Article V.
Officers
A. An Board of Directors shall be elected each year
from its membership and shall consist of the following: President, First Vice President, Second Vice
President, Recording Secretary, Corresponding Secretary and Treasurer. No two (2) offices shall be held by the same
person at the same time. Officers shall be members of this Corporation in good
standing.
PRESIDENT
A. The President shall be the chief executive
officer of the organization. The president shall preside over all meetings of
the general membership and the Board of Directors. He/she shall have general
supervision of the affairs of the corporation. He/she shall appoint all
committee chairs. The President shall be an ex officio member of all committees
except the nominating committee.
FIRST VICE PRESIDENT
B. The First Vice President shall perform the duties
of the President in his/her absence or inability to serve.
RECORDING SECRETARY
C. The
Recording Secretary shall keep full and complete records of all meetings.
CORRESPONDING SECRETARY
D. The
Corresponding Secretary shall conduct all correspondence of the Corporation and
shall maintain a permanent file of all letters and shall transfer all records
to his/her successor at the close of the term of office. The Corresponding
Secretary shall be responsible for notifying new members of their rights within
this Corporation, notify the members of pending elections, shall keep accurate
lists of names and addresses of all members, shall maintain a permanent file of
all records and shall transfer all records to his/her
successor at the close of the term of office.
TREASURER
E. The Treasurer shall present a financial report to the Board of Directors at each meeting and at the annual meeting. All bills and expenditures shall have the approval of the Board prior to payment. Checks shall be issued by the Treasurer and signed by two (2) members of the Board of Directors. The Treasurer shall be a member of the Finance Committee.
F. Any
officer elected or appointed to office may be removed by the person(s)
authorized under these by-laws to elect or appoint such officers whenever in
their judgment it is in the best interest of this Corporation.
Article VI.
Selection
of Officers and Directors
A. A nominating committee of three (3) shall be
elected at the July meeting of the election year. This committee shall
present nominations for the officers and directors at the annual meeting in
August of the election year. Nominees must be
(1)
Dues-paying
members
(2)
In
good standing with this Corporation
(3)
Present
a formal resume to the nomination committee for presentation to the membership.
(4)
Comply
to a criminal background check
(5)
Must
have attended not less than six (6) meetings the year prior to election.
No person working for this corporation and receiving
pay for his/her services shall be eligible for nomination.
B. Officers shall be elected for a term of 2
years.
C. Vacancies in any office shall be filled for the
remainder of the term by appointment by the President, subject to confirmation
by the Board of Directors and notification to the membership.
D. No board member who has resigned from office
shall be eligible to run for a position on the Board of Directors for the next
two (2) election cycles.
E. The
Board of Directors will determine whether members are in good standing and
eligible to run for a position on the Board.
F. No former
employee shall be eligible to run for a position on the Board of Directors for
the next two (2) election cycles.
Article VII.
COMMITEES
The standing committees of this corporation shall be
Employee, Membership, Humane Welfare, Spay/Neuter, Financial/Fundraising,
Public Relations and Whistleblowers.
EMPLOYEE
COMMITTEE
The Employee Committee shall consist of all of the three members in good standing and two (2) board
members appointed by the President. It shall be the duty of this committee to
conduct the business of the corporation and to report such actions to the Board
of Directors. This committee shall have the authority to act in emergency
situations requiring immediate action when there is not sufficient time to call
a Board of Directors meeting. It shall be the duty of this committee to oversee
the paid employees of this corporation. All decisions and directions from this
committee shall be transmitted through the President and no other group shall
give or be in power to give orders, directions or instructions to such
employees.
MEMBERSHIP
COMMITTEE
The head of this committee shall be the Correspondence
Secretary. It shall be the duty of this
committee to keep a continuing drive for membership using whatever resources
are available and to maintain the Corporations membership and contact list. Any
member of the Board of Directors could represent this committee by appointment
of the President.
FINANCE/FUNDRAISING
COMMITTE
The head of this committee shall be the
Treasurer. It shall also be the duty of
this committee to advise and act on methods and procedures for raising revenues
and to ensure for proper accountability of such. Any member of the Board of
Directors could represent this committee by appointment of the President.
PUBLIC RELATIONS COMMITTEE
It shall be the duty of this committee to cooperate
with the other committees in arranging suitable publicity to bring the work of
the Corporation to the attention of the public. Press notes and reports shall
be handled by this committee as well as the publications with respect to
animals to be offered for adoptions from the Corporation. The committee shall
use the television, radio and newspaper media as extensively as possible in
both the publicity and the education phases of the Corporation’s activities.
Any member of the Board of Directors could represent this committee by
appointment of the President.
HUMANE WELFARE COMMITEE
This committee shall coordinate and report to the
Board of Directors community animal welfare needs, including animal abuse
reports and community animal welfare organizations requiring volunteer or
financial assistance.
SPAY/NEUTER COMMITTEE
This committee shall maintain a continual community
Spay and Neuter education drive and will coordinate and keep active all facets
of the Corporation Spay/Neuter program. Any member of the Board of Directors
could represent this committee by appointment of the President.
WHISTLEBLOWER COMMITTEE
This committee shall handle all employee or volunteer
complaints. No employee, member of the
Board of Directors shall serve on this board.
This board shall remain unbiased and shall fully investigate any
complaints presented and provide a written report of its findings to the Board
of Directs, Employee Committee and individual who filed the complaint. All employees and volunteers shall be given
complete access to these committee members.
This committee will have no less than 3, no more than 5 members.
ADDITIONAL COMMITTEES
The President may appoint additional committees as
necessary to perform specific functions and meet the goals of this corporation.
Such specific committees may cease to exist after completing their tasks.
Article VIII.
EMPLOYEES
The Board of Directors shall employ individual(s),
when necessary. These individual(s) shall care for the housing of all animals
and operation and maintenance and placement of animals, and shall perform all
other duties as are necessary to the operation of this corporation. He/She/They
shall keep accurate records of donations; adoptions and other activities noted
within their job descriptions as required by the President and/or Board of Directors.
He/She/They shall carry out the policies of the Board of Directors. The
individual(s) shall report to and be responsible to the Employee Committee, who
will then in turn notify the members of the Board of Directors.
Article IX.
MEETINGS
A. Regular meetings shall be held quarterly by the
Board of Directors and published on this Corporation’s website for public
announcement.
B. The fiscal year of the corporation shall be from
October 1 – September 30.
Article X.
AMMENDMENTS TO THESE BY-LAWS
These by-laws may be amended at any regular or
special meeting of the Board of Directors by a three-fourths (3/4) vote of
those members present and voting, provided that written notice of the proposed
amendment is given at least five (7) days prior to the meeting to all voting
members. The revisions shall take effect immediately after said vote of those
three-fourths (3/4) members present and voting.
The Board of Directors shall be the determining body
for the interpretation of this constitution.