Constitution and Bylaws

ARTICLES of INCORPORATION and BY-LAWS

 

OF THE

 

HUMANE SOCIETY of CLINTON COUNTY, INC.

 

 

ARTICLE I

 

NAME

 

            The name of the Corporation shall be HUMANE SOCIETY of CLINTON COUNTY, INC., a not for profit corporation (hereinafter referred to as the “Corporation”)

 

ARTICLE II

 

PURPOSE

Section A.

The purposes for which this non-profit Corporation is formed are:

 

  1. To prevent cruelty of animals by educating the public and investigating cases of cruelty, neglect, and abuse.

  2. To promote the adoption and responsible guardianship of homeless, neglected, abused, and abandoned domestic animals.

  3. To conduct a continuing campaign for spaying/neutering to control the surplus population of cats and dogs.

  4. To provide humane care and treatment for all unwanted and unclaimed domestic animals needing protection in the area served by the organization.

  5. To seek to return lost domestic animals to their proper owners.

  6. To engage in humane education of the community by all available means.

  7. To humanely dispose of unwanted and unclaimed animals after exhausting all possible options or alternatives.

Section B.

It is the policy of the Corporation that no animal or animals shall be provided by the Corporation to any person, facility or institution for research purposes, experimentation or euthanized for monetary gain.

 

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section A.        RESPONSIBILITY OF THE BOARD.  The business, property, and affairs of the Corporation shall be managed by a Board of Directors, which shall have the power to: initiate and approve plans, policies and programs for the welfare of the Corporation, have custody and management of the land, buildings, equipment, securities and all other properties of the corporation, adopt the annual budget of the corporation, borrow money and disburse funds, invest and re-invest funds of the corporation, sell, buy and exchange properties and securities of the Corporation, make contracts, appoint the Executive Director and appoint, or delegate the power to appoint, other employees of the corporation, approve salary and wage scales, perform all other duties and have such other power as may be necessary to carry out the purpose of the corporation.

 

Section B.       TERM OF BOARD MEMBERS:  A Board member may serve terms not to exceed a total of six consecutive years.  At least one year must then elapse before such Board member is eligible to run and hold office again. 

 

 

Section C.        ELIGIBILITY OF BOARD MEMBERSHIP.  Only residents of Clinton County are eligible for election to the Board. Owing to a possible conflict of interest, no person employed by the Corporation and no member of the immediate family shall serve on the Board. For any business perceived to be a conflict of interest due to the relationship, the Board member will remove him/her from all related discussion and action.

 

Section D.        NUMBER.  A Board of Directors shall manage the affairs and business of this Corporation.  The number of Directors that shall constitute the whole Board shall be not less than six (6) more than fifteen (15).  The exact number of Directors shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by the majority of the Board of Directors.  Each member of the Board of Directors shall be a member in good standing of the Corporation.  Paid employees are not eligible to serve on the Board. Any Board director may be removed from the Board by a majority vote of the Board directors present at any regular or special meeting. The member in question shall be notified of the proposed action no later than seven (7) days prior to the scheduled date of the regular or special meeting. The member in question shall be given an opportunity to be heard by the Board.

 

 

Section E.        CATEGORIES OF DIRECTORS AND TERM OF OFFICE.  The Board of Directors shall be divided into three categories, as nearly equal in number as possible, with respect to the times for which they shall hold office.  For the initial election of Directors under this Section, the following method shall be used:

 

Directors of the first category first elected shall hold office for one year or until the first annual election following their election.  Directors of the second category first elected shall hold office for two years or until the second annual election following their election.  Directors of the third category first elected shall hold office for three years or until the third annual election following their election. 

 

After such initial election, in each category, Directors shall hold office until their successors in that category shall be elected to hold office for a term of three years, so that the term of office of one category of Directors shall expire in each year and so that one category of Directors shall be elected annually for one, three-year term.  Each Director elected shall hold office until his or her successor shall be elected and shall qualify.  Vacancies in unexpired terms shall be filled pursuant to Article III, Section K. 

 

  

Section F.    NOMINATIONS.  The Board of Directors shall appoint a nominating committee of no less than three and no more than five members consisting of as many members as practical who are not eligible for election.  Such committee shall prepare and file with the Secretary no later than November 1 of each year a list of candidates of proposed Directors. Individuals other than the ones proposed by the committee who desire a position on the Board of Directors may submit their name to the Secretary and must indicate in writing their consent to run for the office of Director on a form prescribed by the Board of Directors and must file such consent with the Secretary no later than November 1 of each year.     

 

The Secretary shall include an alphabetical list of the nominating committee's proposed candidates for election to the Board of Directors and an additional alphabetical list of all candidates that have filed their intent to run and consent with the Secretary pursuant to these By-Laws.  There shall be no nominations from the floor.

 

The number of candidates corresponding with the number of Directors to be elected who receive the highest number of votes shall be declared duly elected.

 

Section G.        DUTIES OF DIRECTORS.  The Board of Directors shall have the control and general management of the affairs and business of the Corporation.  Such Directors shall in all cases act as a Board, regularly convened by a majority and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with these By-Laws and the laws of the state of Indiana. 

 

            A Director of the Corporation shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances.  In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data, in each case prepared or presented by the following persons and groups:

                       

a. one or more officers or employees of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

 

            b. counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such persons' professional or expert competence; or

 

            c.  a committee of the Board upon which he or she does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the By-Laws as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

 

However, the Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who performs his or her duties in good faith and as set forth above shall not have any liability by reason of being or having been a Director of the Corporation.

 

Section H.        DIRECTORS' MEETING.  Regular meetings of the Board of Directors shall be held at least monthly and at such other times as the Board of Directors may determine.  Special meetings of the Board of Directors may be called by the President at any time and shall be called by the President or the Secretary upon the request of five (5) Directors or a majority of the members of the Board of Directors, whichever is less.

 

Section I.         NOTICE OF MEETING. Notice of Board of Directors' meetings shall be at least five (5) business days in advance or as otherwise agreed by a majority of the Directors, including but not limited to notice by the setting of the next meeting date at the current meeting, or notice by telephone or facsimile.  Emergency meetings may be called by phone and/or e-mail.

   

Section J.         QUORUM.  At any meeting of the Board of Directors, a quorum consisting of one more than one-half of the Board is required for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time.

 

            Except in the case of Amendments to these By-Laws pursuant to Article XI below, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section K.        VOTING.  At all meetings of the Board of Directors, each Director is to have one vote and voting shall be viva voce.

 

Section L.        VACANCIES.  If a vacancy occurs in the Board of Directors for any reason, such vacancy may be filled by a majority vote of the remaining Directors.  The vacancy so filled shall be effective for the remainder of the unexpired term of the vacancy.

 

Section M.       ATTENDANCE. Any Director who is absent from three (3) regularly scheduled Board meetings in one year without an acceptable excuse remitted to the President shall be automatically dismissed from the Board.  Any Director who is absent from five (5) consecutive and regularly scheduled Board meetings in one year, regardless of reasons, shall be automatically dismissed from the Board.

           

Section N.        ACTION WITHOUT FORMAL MEETING. Any action required or permitted to be taken at a meeting by the Board of Directors or by a committee thereof may be taken without a meeting if a consent in writing (i.e., email, test message or submitted written correspondence to the President or Secretary) setting forth the action taken, shall be signed by all of the Directors indicating their respective votes or all of the committee members entitled to vote with respect to the subject matter thereof.

 

Section O.        PRESENCE AT MEETINGS.  Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by way of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

 

ARTICLE IV

 

OFFICERS

 

Section A.        NUMBER.  The officers of this Corporation shall be: 

 

            1.         President

            2.         Vice President

            3.         Secretary

            4.         Treasurer

 

who shall be members of the Board of Directors.  The Directors may also designate additional officers or assistant officers.          

 

Section B.        ELECTION AND TERM.  All Officers of the Corporation shall be elected by the Board of Directors.  The President of the Board of Directors shall serve as the President of the Corporation, the Vice President of the Board of Directors shall serve as the Vice President of the Corporation, the Secretary of the Board of Directors shall serve as the Secretary of the Corporation and the Treasurer of the Board of Directors shall serve as the Treasurer of the Corporation.  No officer shall serve in the same capacity for more than two (2) consecutive years.  Each officer shall be elected for a term of one year. 

 

Section B.1:  ESSENTIAL BOARD MEMBER:  The board may decide, by majority vote, that there are current board member(s) whose terms are expiring, but are considered essential members to the board and the operations of the HSCC.  In these instances, a Board may elect to consider said board member(s) exempt from Section B and thus not have limited terms.

 

Section C.        DUTIES OF OFFICERS.  The duties and powers of the Officers of the Corporation shall be as follows:

 

            PRESIDENT.  The President shall preside at all meetings of the Board of Directors, meetings of members and the Executive Committee.  He, or she, shall cause to be called regular and special meetings of members and Directors in accordance with these By-Laws and have general and active management of the business, property and affairs of the corporation, subject to the Board. The President shall serve as the primary spokesperson for the Board and as the primary point of contact for the Director of the Corporation when the President delegates such duties to another Board member.  He, or she, shall appoint and remove, employ and discharge and fix the compensation of all agents, employees and clerks of the Corporation, other than the duly appointed Officers, subject to the approval of the Board of Directors.  He, or she, shall be an ex-officio member of all committees and shall, in collaboration with and subject to the approval of the Board of Directors, appoint the members to standing committees as more fully described herein below.

 

            VICE-PRESIDENT.   The Vice President shall, in the absence of the President, discharge the duties of the President and such other duties as prescribed by the Board of Directors.

 

            SECRETARY.   The Secretary shall:

 

1.         Keep the minutes of the meetings of the Board of Directors and the members and appropriate books.

  1. Give and serve all notices of the Corporation.

  2. Be custodian of the records of the Corporation.

  3. Have charge of the general correspondence and keep the log of members.

  4. Other such duties as prescribed by the Board.

 

 

TREASURER.   The Board of Directors shall have the right at all times to make such banking resolutions deemed necessary and proper for the proper handling of funds.

 

The Treasurer shall:

 

  1. be the financial and accounting officer of this Corporation.

  2. have the care and custody and be responsible for all the funds of the Corporation and deposit of such funds in the name of the Corporation in such bank or banks, trust company or trust companies, or safe deposit vaults as the Board of Directors may designate.

  3. have the authority to disperse funds in accord with the budget approved by the Board.

  4. maintain a bank account(s) as necessary for the disbursement and payment as authorized by the Board. Such account(s) will be required to be a dual signature account, requiring the signature of the Treasurer and President or Executive Director.

  5. manage and invest securities and funds.

  6. keep a book or books setting forth a true record of the receipts and expenditures, assets and liabilities, losses and gains of this.

  7. provide a monthly statement of the Corporation’s financial condition to the Board at the meetings.

  8. submit an annual financial report review by an independent certified public accountant.

  9. perform all duties normally pertaining to the office of Treasurer.

Section D.        AUDITOR.  The Board of Directors may employ a certified public auditor to audit the books and statements of the Corporation and prepare an annual statement of the Corporation's financial affairs.

 

COUNSEL.  The Board of Directors may employ counsel to provide all necessary legal services to the Corporation.

 

SECTION E.   VACANCIES.  All vacancies in any office shall be filled by the Board of Directors without undue delay at its regular meeting or at a special meeting called for that purpose.  Should there be delay not attributed to the President, then the President may appoint a particular board member to fill a vacancy until regular elections are held.

 

 

ARTICLE V

 

COMMITTEES

 

Section A.  NUMBER & TITLES OF STANDING COMMITTEES. There shall be four (4) standing committees: Executive, Financial, Nominating, and Personnel.

           

Executive Committee:  The Executive Committee shall be chaired by the President and consist of the Officers of the Corporation and such members of the Board of Directors as may be selected by the President. The Executive Committee shall possess and exercise all powers of the Board of Directors between meetings of the Board.  It shall, however, report all action taken by it at the next full meeting of the Board for its ratification or rejection and shall not have the power to overturn any policy of the Board. Meetings of the Executive Committee may be called by the President or Vice President or on the request of any three (3) committee members. No decision made by the Executive Committee may result in expenditures or commitment for expenditures in excess of $2500.00, without first receiving Board approval.

 

Financial: The Financial Committee shall consist of the President, the Treasurer and one other member of the Board. The President shall appoint the Chairman. The duties of the Committee shall be to prepare the annual budget for the Board’s approval, advise on financial matters and to perform such other duties as the Board may prescribe from time to time. The Committee may meet on the call of its Chairman or of the President.

 

            Nominating: The Nominating Committee shall consist of five (5) Board members. The Nominating Committee shall recommend potential new Board members and submit a slate of officers at the regular meeting in the month of November. Voting will take place at the next regular meeting. For midterm vacancies see Article III, Section 4.

 

            Personnel:  The Personnel Committee shall establish job descriptions for all Corporation employees. This committee shall search and obtain candidates for the position of Director. The Personnel Committee shall review performances of the Corporation employees and prepare yearly performance reviews of the Director for submission to the Board. This committee shall develop and evaluate personnel policies and procedures.

           

 

Section B.        OTHER COMMITTEES.  The Board of Directors shall authorize the formation of such committees, either temporary or standing, as it may from time to time deem to be necessary or advisable.  No such committee, however, shall be formed unless the duties and authority thereof shall be specifically defined by the Board of Directors in advance.  A member of the Board shall serve on each committee as liaison to the Board of Directors. 

 

ARTICLE VI

 

Debts and Obligations

 

            1.         No unbudgeted financial transactions of the Corporation shall be binding upon the Corporation or its representative unless express approval of such transactions has been granted by the Board of Directors.

 

            2.         All bills for obligations or expenses provided for in the budget of the Corporation may be paid by the Treasurer, President or Vice President upon the receipt of the same, without further authorization. Any expenditure for any item or items exceeding $1000.00 and having a specified useful life will be capitalized. The Board of Directors may, from time to time, authorize the payment with limitations provided in the authorized resolution of bills and obligations not provided for in the budget.

 

ARTICLE VII

 

Fiscal Year

 

            The fiscal year of the Corporation shall be the calendar year.

 

ARTICLE VIII

 

Reimbursements

 

            Directors and Officers shall be reimbursed, as approved by the Board of Directors, for their direct expenditures in connection with the affairs of the Corporation.  Directors shall not otherwise be financially compensated.  Neither the Directors nor Officers shall personally be liable for the debts of the Corporation.

 

 

ARTICLE IX

 

Amendments

 

            These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a two-thirds majority vote of the Directors present at any meeting of the Board of Directors at which a quorum is present. Each Board member shall be provided a copy of the proposed amendment, alteration or repeal.

 

ARTICLE X

 

Dissolution

 

In case of the Dissolution of the Corporation, any remaining funds or properties, after just debts have been paid, shall be contributed to a charitable organization devoted to animal welfare, as designated by a majority vote of the Board.

 

ARTICLE XI

 

Parliamentary Rules

 

            The proceedings of all meetings of the Board of Directors and any administrative committee of the Corporation shall be governed by and conducted according to the latest edition of Robert's Manual of Parliamentary Rules.

 

 

These By-Laws of the Humane Society of Clinton County, Inc. were amended on June 17, 2019.

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