Wisconsin Adopt A Golden Retriever, Inc. ORGANIZATION S BYLAWS (Revised May 19, 2011)

Transcription

1 Wisconsin Adopt A Golden Retriever, Inc. ORGANIZATION S BYLAWS (Revised May 19, 2011) Article I. Name, Objectives and Mission Statement Section 1. Name. The name of the organization shall be Wisconsin Adopt A Golden Retriever, Inc. a non-profit corporation incorporated under the laws of Wisconsin, hereinafter referred to as WAAGR. Section 2. Purpose. The Corporation is organized and shall be operated exclusively for charitable, educational and research purposes within the meaning of Section 501(c) (3) of the United States Internal Revenue Code of 1986, as amended or the corresponding provisions of any future United States Internal Revenue Law (hereinafter the Internal Revenue Code ). Only to the extent consistent with the above general purposes, the Corporation may engage in any other activities which are permitted for corporations organized under Chapter 181 of the Wisconsin Statutes. Notwithstanding the foregoing: 1. The Corporation shall not carry on any activities that are not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code. 2. No dividends shall be paid and no part of the net earnings of the Corporation shall inure to the benefit of any private individual within the meaning of Section 501 (c) (3) of the Internal Revenue Code. 3. The Corporation shall not participate in, or intervene (including the publishing or distributing of statements), in any political campaign on behalf of any candidate for public office. 4. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to, to influence legislation; provided, however, that this provision shall not apply to activities consisting of carrying on propaganda, or otherwise attempting to, influence legislation, to the extent the Corporation has made an election pursuant to and remains in compliance with the restrictions of Section 501 (h) of the Internal Revenue Code. Section 3. Objectives. The objectives of the Corporation are: 1. To provide rescue, rehabilitation, necessary veterinary care, and placement in permanent homes for unwanted, neglected, abused, homeless and displaced Golden Retrievers.

2 2. To provide spay or neuter services to rescued Golden Retrievers prior to placement, unless a veterinarian advises differently due to existing health issues. 3. To provide that all Golden Retriever rescue, rehabilitation, foster care, and adoption procedures are done in a manner to insure the animal s well being, and the integrity of WAAGR. 4. To advocate and engage in community service activities that shall lead to the prevention of cruelty to animals. 5. To provide educational programs and activities to the public about the Golden Retriever breed, health issues, training, and responsible companion animal guardianship. 6. To secure support for achieving the objectives of the Corporation. Section 4. Mission Statement. To provide bright new beginnings to displaced Golden Retrievers. Article II. Membership Section 1. Eligibility. There shall be two types of membership open to all persons 18 and older. 1. Active membership shall consist of the members of the board of directors and all active volunteers. An active volunteer is defined as one who contributes direct services to the rescued Golden Retrievers in our care. These services include, but are not limited to foster care, transportation, and assessment. An active volunteer assists in at least one fundraiser or public event a year, attends at least 50% of the membership meetings, or provides a minimum of 4 hours per month of volunteer work. All activities must be within a fiscal year. Active members are not required to pay a membership fee. 2. All others shall be considered supporting members. Supporting members shall not have voting rights. Section 2. Dues. 1. Supporting membership dues shall start at $25 in any given fiscal year. 2. Supporting membership dues will be collected annually and shall be payable on or before the 1st of August each year.

3 3. If an application for supporting membership is accepted on or after April 1 st, no additional dues shall be payable for the following year. Section 3. Termination of Membership. Membership may be terminated: 1. By Resignation: Any member in good standing may resign from the organization upon written notice to the Secretary. 2. By Lapsing: A supporting membership will be considered as lapsed and automatically terminated if dues for that member are not paid prior to ninety (90) days after the first day August. 3. By Expulsion: An individual s membership may be terminated by majority vote of the active members if the individual member compromises the mission or organizational policy of WAAGR. Article III. Meetings and Voting. Section 1. Meetings. Membership meetings will be held at least annually which shall be the Annual Meeting to discuss the activities of the Corporation, present the annual budget, and the election of Directors and Officers of the Corporation. The Annual Meeting shall be held within one hundred and fifty days (150) after the end of the fiscal year of the Corporation as set forth in Article VI. Written notice of the Annual Meeting shall be sent via U.S. mail or by the Secretary at least twenty-one (21) days prior to the date of the meeting. Section 2. Special Meetings. Special membership meetings may be called by the President, by a majority vote of the members of the board who are present and voting at any regular or special meeting of the board, or by a receipt of a petition signed by five (5) active members in good standing. Special meetings shall be held at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be sent via U.S. mail or by the Secretary at least seven (7) days and not more than fifteen (15) days prior to the date of the meeting and shall state the purpose of the meeting. No other official business may be transacted during the special meeting unless identified in the notice of the meeting. A quorum for such a meeting shall be fifty one percent (51%) of the active members in good standing. Section 3. Membership Meeting Order of Business. The order of business, as relates to the character and nature of the meeting, shall be as follows: Call to Order Minutes of the Last Meeting Report of the Secretary

4 Report of the Treasurer Report of Standing and Special Committees Election of Officers and Board (at Annual Meeting) Unfinished Business New Business Adjournment Article IV. Board of Directors. Section 1. Responsibilities of the Board of Directors. The Board of Directors shall be the governing body of the Corporation with responsibility for the overall policy and direction of WAAGR, and to develop those sources of income necessary to its support. Section 2. Number, Composition and Term of Office. The number of Directors shall be not less than five (5) nor more than fifteen (15) and shall be divided into three classes, each class consisting of one-third of the whole number of the Board, as nearly as may be. The term of office for members of the Board of Directors shall be three years. At each annual meeting of the membership, the successors to the Directors of the class whose term shall expire in that year shall be elected to hold office for a term of three years, so that the term of office of one-third of all Directors shall expire in each year. The Directors at any meeting between such annual meetings may appoint additional Directors up to the total number of fifteen (15) to serve until the next annual meeting of the Membership. Except as hereinafter provided, each Director shall serve for the term for which they have been appointed and until his or her successor shall have been duly appointed. A Director who has been appointed to two three-year terms shall not be eligible for reappointment until one year after the conclusion of his or her second threeyear term of office. Such restriction may be waived by a majority of active members in good standing. Section 3. Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at an agreed upon time and place. Telephone conferencing can be conducted with sufficient notice. Special meetings of the Directors may be called at any time by the President and must be called by the Secretary on the written request of any two Directors. Section 4. Elections. There shall be a Nominating Committee which shall be a standing committee of the Corporation. The committee will submit a proposed slate to the Board of Directors before June 1 st. The individuals so nominated must have agreed to accept the nomination. The Secretary will publish the nominated slate to all active members in good standing as described in Article II, Section 1. Nominations from the floor will be accepted in writing with a written statement from the nominated individual indicating acceptance of this nomination and submitted to the Secretary in the first 30 days after the proposed slate is published. Nominations will be closed and the final slate published by the Secretary. Votes will be accepted from all active members in good standing as described in Article II, Section 1. Votes will be accepted for 30 days after the final slate

5 is published. Votes may be cast in person, via or by U.S. mail. The Secretary shall record and tabulate the votes and the majority shall rule. Section 5. Quorum. A quorum for Board of Directors meetings and voting is 2/3 of the board. No votes on official business of WAAGR or other motions made shall be decided by less than the quorum. Telephone conferencing can be conducted with sufficient notice. A vote can be conducted by telephone and will be binding. Section 6. Officers and Terms. The officers of the Corporation shall be President, Vice President, Treasurer and Secretary, each of whom shall be a Director of the Corporation, elected by the active members in good standing as described in Article II, Section 1. The President shall be elected to a two-year term and may not succeed himself or herself in such office; all other officers shall serve one-year terms or until their respective successors are duly elected and qualify. Such restrictions may be waived by the active members in good standing. 1. President. The President shall, if present, preside at all meetings of the Board of Directors and Membership meetings. He or she shall sign and execute all contracts or other instruments in the name of the Corporation, when authorized to do so by the Board of Directors, unless the signing and execution thereof shall be expressly delegated by the Board to some other officer, and he or she shall exercise a general supervision over the affairs of the Corporation subject to the control of the Board of Directors, and shall perform such other duties as may be assigned to him or her from time to time by the Board or as may be prescribed by law or these by-laws. 2. Vice President. The Vice President shall at the request of the President, or in his or her absence, or in case of his or her inability to perform his or her duties from any cause, perform the duties of the President, including the execution of contracts or other instruments on behalf of the Corporation when such execution has been authorized by the Board of Directors, and, when so acting, shall have all the powers of the President. The Vice-President shall also perform other and further duties as may be directed by the Board of Directors. 3. Treasurer. The Treasurer shall, except as otherwise ordered by the Board of Directors, collect all moneys due to the Corporation, have charge and custody of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all money and other valuable effects in its name in such banks, trust companies or other depositories as shall be selected or approved by the Board of Directors. The Treasurer shall receive and give receipts for payments made to the Corporation and shall take and preserve proper receipts for all moneys disbursed by it. To insure separation of duties, the President or Vice President of the Corporation shall sign all disbursement checks on behalf of the Corporation. The Treasurer shall render a full statement of the financial condition of the Corporation at each Board meeting, or within ten (10) days when requested to do so by the President, the Board of Directors, the active members in good standing, or the public. The Treasurer may chair the finance committee, shall assist in the preparation of the budget, and shall assist in the

6 development of fundraising plans. The Treasurer shall perform such duties as are incident to the office of Treasurer, or as may from time to time be assigned by the Board of Directors or as may be prescribed by law or by the By-Laws. The Treasurer shall have experience in or knowledge of non-profit accounting. 4. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors, and meetings of the Membership. The Secretary shall be responsible for the distribution of copies of minutes and the agenda to each member, and assure that corporate records are maintained. He or she shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; and in general, the Secretary shall perform such duties as are incident to the office of Secretary, or as may from time to time be assigned to them by the Board of Directors, or as are prescribed by law or by these By-Laws. 5. Other Directors. 1. Rescue Director. The Rescue Director shall coordinate intake, rehabilitation, and placement of the rescued Golden Retrievers in WAAGR s care. 2. Public Relations Director. The Public Relations Director shall coordinate all public relations, web site development, volunteer development, and education. 3. Development Director. The Development Director shall coordinate events and fundraising. 4. Medical Director. The Medical Director shall coordinate and chair the Veterinarian Advisory Committee, a standing committee. Section 7. Resignations and Vacancies. A Director may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time be so specified, upon its acceptance by the Board of Directors. When a vacancy on the Board exists, nomination for new board members may be received from current board members or the general membership, presented to the Nominating committee, and received by the Board of Directors at least two weeks in advance of an official board meeting. The Board of Directors at the official board meeting will conduct voting to fill any vacancy including President or Vice-President. Section 8. Removal from Office. A Board member may be removed from office by a three-fourths vote of the remaining Board members or by three-fourths of the active members in good standing as described in Article II, Section 1, in attendance at a special membership meeting as described in Article III, Section 2. Section 9. Special Meetings. Special meetings of the Board of Directors shall be called upon the request of the President or two (2) Board members. Special meetings shall be

7 held at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be sent via U.S. mail or by the Secretary at least seven (7) days and not more than fifteen (15) days prior to the date of the meeting and shall state the purpose of the meeting. No other official business may be transacted during the special meeting unless identified in the notice of the meeting. Telephone conferencing may be conducted with sufficient notice. A vote may be conducted by telephone and will be binding. Section 10. Compensation. Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Section 11. Committees. The Corporation shall have standing committees. There shall be a Nominating committee, the Chairperson of which shall be a Director of the Corporation. There shall be a Financial Development committee, the Chairperson of which shall be a Director of the Corporation. There shall be a Program Committee, the Chairperson of which shall be a Director of the Corporation. There shall be a Veterinary Advisory committee, the Chairperson of which shall be a Director of the Corporation. The Board of Directors may establish such other committees as it may deem necessary from time to time, to assist it in the conduct of the Corporation s affairs. Such committees shall have the power and duties conferred upon them by the Board of Directors when established. Each Board member shall be required to serve on at least one committee. Unless otherwise authorized or may be prescribed by law, or in these By-Laws, each committee shall select the person among its members to act as Chairperson of the committee. Section 12. Board of Directors Meeting Order of Business. The order of business, as relates to the character and nature of the meeting may permit, shall be as follows: Call to Order Minutes of the Last Meeting Report of the Secretary Report of the Treasurer Report of Standing and Special Committees Unfinished Business New Business Adjournment Article V. Amendments Section 1. Amendments. These By-Laws may be amended when necessary by a twothirds majority vote of the Board of Directors, or the Board of Directors shall consider amending the by-laws by the receipt of a petition signed by five (5) active members in good standing as described in Article II, Section 1.

8 Section 2. Review. Formal review of these By-Laws shall take place every two years. Article VI. Fiscal Year and Corporate Seal. Section 1. Fiscal Year. The fiscal year end of the Corporation shall be June 30 th. Section 2. Seal. The Corporation shall have no corporate seal. Article VII. Contracts, Bank Accounts, Etc. Section 1. Contracts, Etc., How Executed. The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances and, unless so authorized by the Board of Directors, no officer or agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credits or to render it liable for any purpose or to any amount. Section 2. General and Special Bank Accounts. The Board of Directors may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies and other depositories as the Board may select, and may make such special rules and regulations with respect thereto as it may deem expedient. Section 3. Dissolution. In the event of dissolution of this organization, the Board of Directors shall meet and after paying all bills, any remaining properties or monies shall be dispersed to another rescue organization(s), provided that such organization(s) are exempt from income tax under Section 501(c)(3) or such corresponding sections of the Internal Revenue Code. All properties and monies shall be the property of the membership of Wisconsin Adopt A Golden Retriever, Inc., as a whole and no individual member shall be deemed to have separate interests within. Article VIII. Liability and Indemnification. Section 1. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Section 2. Indemnification of Directors and Officers. The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent possible under the laws of the State of Wisconsin. Section 3. Insurance for Corporate Agents. Except as may be otherwise provided under provisions of law, the Board of Directors may authorize the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer,

9 employee (if any), or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these By-Laws or provisions of law.