BYLAWS OF THE HUMANE SOCIETY OF BAY COUNTY, INC.
ARTICLE I
Purposes and Policy
Section 1. The name of the organization shall be THE HUMANE SOCIETY OF BAY COUNTY, INC., a Michigan non-profit corporation.
Section 2. The purpose of this society is the prevention of cruelty to animals, the relief of suffering among animals, and the extension of humane education.
Section 3. It is the policy of the society to provide humane care and treatment for all animals needing protection in the area served by the society; to seek to return lost animals to their owners; to seek suitable homes for animals without owners; to provide euthanasia when necessary. No animal under control of the society may be disposed of except as here specifically provided. In its care and disposition of animals, the society shall maintain the minimum standards prescribed by THE HUMANE SOCIETY OF THE UNITED STATES.
ARTICLE II
Headquarters and Branches
The principle office and headquarters of the society shall be in Bay City, Bay County, Michigan. The society may establish and maintain branches and offices elsewhere.
ARTICLE III
Seal
The Board of Directors may prescribe the design for a corporate seal. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
ARTICLE IV
Members
Section 1. Membership shall consist of (but not be limited to) any of the following categories: Junior, Senior, Individual, Family, Honorary and Life. Every person accepted as a member who shall pay the Individual Membership dues and who has attained the age of eighteen (18) years shall be considered an Individual Member. Every family accepted as a member who shall pay the Family Membership dues shall be considered a Family Member. Every person accepted as a member who shall pay the Junior Membership dues and is under the age of 18 years shall be considered a Junior Member. Every person accepted as a member who shall pay the Senior Membership dues and is 60 years or older shall be considered a Senior Member. Every business accepted as a member who shall pay Business Membership dues shall be considered a Business Member. Every person accepted as a member who shall pay no dues shall be considered as an Honorary Member, except for Life Members. Every person given the honor of Life Member, by the Board, shall pay no dues and shall be considered a Life Member. Membership categories and the individual dues of each category will be set at the discretion of the Board of Directors.
Section 2. An application for membership may be rejected for reasonable cause by the Board of Directors. Any person refused membership or expelled may appeal such rejection or expulsion to the members at the next ensuing annual meeting of the members of the society by addressing a notice of appeal to the Secretary at least ten (10) days before such meeting. The members may at such meeting by a majority voteto overrule any such rejection or expulsion. Their decision shall be final.
Section 3. All members with voting rights shall be entitled to vote at any committee meeting, general membership meeting, annual meeting, or in any referendum, provided, however, that a member shall not have any rights unless he has been a member of the society for three (3) months or longer. An Individual Membership shall be entitled to cast one vote. A Family Membership shall be entitled to cast two (2) votes, provided both votes are cast by those over the age of eighteen (18) years. Junior Memberships and Honorary Memberships are not entitled to cast any vote. A Senior Membership shall be entitled to cast one vote. A Business Membership shall be entitled to cast one vote. For the purpose of this section, if membership has not been rejected, a person shall be deemed to have become a member on the date his application is received by the Board of Directors.
Section 4. The annual meeting of the society for the purpose of electing Directors and for the transaction of any other business authorized to be transacted by the members, shall be held at such time and place as shall be specified by the Board of Directors.
Section 5. Special meetings of the members may be called at any time by the Board of Directors or by any five (5) members qualified to vote upon their filing with the Secretary a request for the meeting, in writing, stating the purpose or purposes of the proposed meetings. Special meetings for which written request is made shall be held not less than twenty (20) days or more than forty (40) days after the filing of the request, at a time and place that the President shall designate.
Section 6. Advance notice of all meetings of members shall be given to all members by the Secretary or in his absence, by another officer. All such notices shall be sent by first-class mail at least ten (10) days in advance of the date set for the meeting, to the last known post office address of each member. A single notice shall be sufficient for each membership.
Section 7. At any meeting of the society, with the exception of board meetings, those members present in person shall have authority to transact all business which my come before the meeting. Voting by proxy shall be permitted if such proxy is in writing and related solely to election of the Board of Directors.
Section 8. Honorary members may be elected at any meeting of the Board of Directors for distinctive service to the humane cause, and they shall pay no dues and shall be non-voting members of the society. Every person given the honor of Life Member by the Board, shall pay no dues, shall have voting rights and are eligible to serve on the Board of Directors.
Section 9. No entrance fee or initiation fee shall be paid by any person.
Section 10. Dues paid by a new member on or after September 1, shall be considered full payment of dues for the remainder of that calendar year, and also the entire following calendar year. Dues shall be payable on or before February 1 of each calendar year. A member shall forfeit membership for failure to pay dues by April 1 of each calendar year.
ARTICLE V
Directors
Section 1. The concerns, direction, and management of the affairs of this society shall be vested in the Board of Directors.
Section 2. All Members over the age of eighteen (18) are eligible for election as Directors. Only one person of a Family Membership may serve as a Director provided such Family Member is over the age of eighteen (18). No person employed by or receiving remuneration for services from a humane society may be a Director.
Section 3. The Members of the Board of Directors shall be elected at the annual meetings by the voting members of the society and shall serve for terms of three (3) years each, except that at the first election following the adoption of these bylaws, one-third of the members of the Board of Directors shall be elected to serve for one (1) year, one-third for two (2) years, and one-third for three (3) years. Thereafter, one-third of the Board of Directors shall be elected annually. As an alternative to elections of the Board of Directors taking place at the Annual Meeting, the Board of Directors, by majority vote, may allow a ballot election. Criteria for ballot elections will be set at the discretion of the Board of Directors.
Section 4. The Board of Directors shall be composed of nine (9) members. The President, Vice-President, Secretary, and Treasurer of the society shall be members of the Board of Directors.
Section 5. In case any Director shall by death, resignation, incapacity to act, or otherwise cease to be a Director during his term, his successor shall be chosen by the board to serve until the next annual meeting of the members. At such meeting voting members shall elect a Director to fill the un-expired term of the Director, unless the un-expired term of the Director whose vacancy is to be filled expires at such meeting, in which event a Director shall be elected for a full term by the voting members.
Section 6. An annual organization meeting of the Board of Directors of the society shall be held not more than sixty (60) days prior to the annual meeting of the members of the society. Regular meeting of the Board of Directors will be held at such times and places as shall be fixed by the Board, provided that the Board of Directors shall meet at least quarterly for the transaction of business.
Section 7. Special meetings of the Board of Directors may be called by the President, or by the Secretary when requested to do so by any three directors.
Section 8. For meetings called by the President, ten (10) days, and for meetings called at the request of Directors, twenty (20) days, notice by mail shall be given. No notice shall be required for any meeting at which all the directors are present provided every director shall waive in writing the notice otherwise required.
Section 9. A majority of the members of the Board of Directors shall constitute a quorum.
Section 10. All members of the Board of Directors shall attend the regularly scheduled Board meetings and the Secretary shall keep records of attendance. It is the duty of any director who will be absent to notify the acting chair of the pending absence. The Board of Directors may remove any member from the Board for just cause, by a majority vote. Examples of Just Cause are, but are not limited to: inappropriate conduct, inappropriate actions or inactions and inappropriate absenteeism. The vacancy so caused shall be filled as herein provided for the filling of vacancies in the membership of the Board of Directors.
Section 11. Except otherwise prescribed in these Bylaws, decisions at any meeting of the Board of Directors, or other committees shall be by majority vote of those present and voting. Each Director shall have one vote and no voting by proxy shall be permitted.
Section 12. The Board of Directors may provide for such other committees as the Board deems desirable and may delegate to such committees such duties and powers from time to time as it shall deem necessary or desirable. All members of the Board of Directors, except for the officers, shall act as Chairperson and/or Liaison to at least one committee or program.
Section 13. Directors, as such, and members of committees, shall be classed as volunteers and shall not receive any salaries or fees for their services but may be reimbursed for any expenses incurred in fulfilling their duties.
Section 14. Directors will invite 2 members of the Humane Society to become “Alternates” for the purpose of becoming familiar with the Humane Society and the functions of the board.
ARTICLE VI
Officers
Section 1. At each annual meeting of the Board of Directors, or in default of election at such meeting, then at an adjournment thereof, or at any meeting called for the purpose of election of officers, the Members shall elect, from the existing Board of Directors, a President, Vice-President, Secretary, and Treasurer, who are to remain Directors. The Board of Directors may choose such other officers as the business of the society may require. All officers shall hold office for a one-year term or at the pleasure of the Membership, but in no case beyond the time when their respective successors shall be elected and shall qualify. No President shall serve more than three (3) consecutive one-year terms.
Section 2. Whenever any vacancy shall occur in any office of the society by death, resignation, or otherwise, the vacancy may be filled by the Board of Directors.
Section 3. The officers shall be members of the Board of Directors and shall be entitled to vote as a member of the Board of Directors.
Section 4. The President shall compose agenda for Membership and Board Meeting and shall preside over all meetings of the society, the Board of Directors, and shall deliver to the annual meeting of the members of the society a comprehensive report of the program and policies followed by the Board in the preceding year.
Section 5. The Vice-President shall fill all functions of the President when the latter is incapacitated, is unavailable, or for any reason cannot serve. The Vice-President will also be the Nominating Chairman for the year serving as Vice-President. At least twenty (20) days before the next annual meeting the Nominating Chairman shall accept nominations of a number of candidates for membership on the Board of Directors not less than the number to be elected at the ensuing annual meeting. The Chairman shall notify the Secretary of the nomination and the Secretary shall, at least ten (10) days before the annual meeting, notify the members of the nomination through the official publication of the society or by direct mail addressed to the members at the last known post office address for each member of record at the time the notice is sent.
Section 6. The Secretary shall take and preserve minutes of all meetings of the members of the society and of the Board. The Secretary shall cause the minutes of all membership and board meetings to be published in a form which shall be available, upon request, to all members. The Secretary shall receive and report all correspondence to the Board, shall answer all correspondence, unless otherwise directed by the Board, and shall have custody of all files, records, and other documents and be responsible for their safekeeping.
Section 7. The Treasurer shall receive and deposit in a bank or foundation designated by the Board, all monies and securities; shall disburse funds in accordance with a budget approved by the Board of Directors, and shall submit to the Board and to the annual meeting of the society an annual report of the income, expenditures, liabilities, and assets of the society for the preceding year. The Treasurer shall make available all books and necessary documentation for audit annually on or about March 1.
ARTICLE VII
Miscellaneous
Section 1. All meetings of members of the society, the Board of Directors, and committees, shall be conducted pursuant to Robert’s Rules of Order as set forth in the last published revision thereof.
Section 2. The fiscal year of the society shall commence January 1 of each year.
ARTICLE VIII
These Bylaws may be amended by the members at any annual meeting, provided that a proposal to amend shall be submitted in writing to the Secretary, with signatures of at least five (5) members, at least forty (40) days prior to the annual meeting. The Secretary shall include the text of the proposed amendment in the notice of the meeting.
BYLAWS ADOPTED: November 7, 1984
REVISED: November 17, 1987
REVISED: November 11, 1995
REVISED: November 15, 2007
REVISED: October 15, 2009
REVISED: October 21, 2010
REVISED: October 20, 2011