By-Laws
Section 1. This organization shall be known as the Siskiyou Humane Society, Inc.
Section 2. The Siskiyou Humane Society, Inc. was founded in 1968 as a non-profit organization, its principle office/headquarters is located at 1208 N. Mt. Shasta Blvd., Mt. Shasta, CA 96097. The Society was incorporated on June 6, 1968.
Section 3. The Society may establish and maintain branch offices elsewhere as needed.
Section 1. To prevent pet over-population and protect, shelter and place animals in need.
Section 1. None of the receipts or profits of this Society shall be used for the benefit, either directly or indirectly, of any Board member or volunteer except for reimbursement of expenses as defined in Article 5, Section 12 of this document.
Section 2. The acceptance by the Society of any conditional bequest, gift, etc. shall be binding on the Society and shall be binding upon any successor of the Society.
Section 1. Determination of Members. If this corporation makes no provision for members, then, pursuant to Section 53110(b) of the Nonprofit Public Benefit Corporation law of the State of California, any action which would otherwise under law or the provisions of the Articles of Incorporation or By-Laws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.
Section 1. The concerns, direction and management of the affairs of this Society shall be vested in the Board of Directors.
Section 2. The Board of Directors shall be composed of not less than five and not more than seven
members, but no act of this Society shall be void because, at any time, there be fewer than seven
directors in office. No person who
is in any manner, in conflict with the stated policies of the organization shall be eligible as a
Director.
Section 3. The members of the Board of Directors shall serve for terms of three years with one-third
of the Board to be elected each year. The directors of the Society shall elect the members of the board at
the annual meeting. A majority of votes of the directors attending shall serve to elect a Director. If there
is a vacancy due to a member's resignation or removal, and the board membership falls below the specified
five mandatory minimum, that position must be filled within 90 days.
Section 4. Removal of Board member. The Board may remove a member by a majority vote of members present when a proposal is presented showing inappropriate behavior by said board member. This may constitute infractions such as providing incorrect information to the general public, performing infractions of animal welfare codes, breeching Society policies and procedures, or any other infraction the board may deem as appropriate for removal of a board member.
Section 5. The Board of Directors shall hold closed meetings each calendar year. These meetings
of the Board shall be held at such time, place and frequency as shall be fixed by the Board. Any person, committee
or organization wishing to address the Board at a scheduled Board meeting must make a request
for placement on the agenda at least one week in advance.
Section 6. A majority of members of the Board of Directors shall constitute a quorum.
Section 7. Board members shall attend at least eight regularly scheduled meetings per calendar year. More than two unexcused absences will be considered grounds for dismissal from the Board. Approval for such absences must be obtained from the Recording Secretary or President by at least noon on the day of the scheduled meeting.
Section 8. Each Director shall have one vote and a majority of votes of those directors attending shall be considered a passing vote. No voting by proxies shall be permitted. Voting by electronic means such as email or online group discussions will be allowed on the same basis as voting in monthly regularly scheduled meetings.
Section 9. Special meetings of the Board of Directors may be called by the President or by the Secretary or by request of three Board members.
Section 10. The Secretary shall give each Board member notice of special meetings of the Board of Directors at least three days in advance.
Section 11. In the event any Director shall by death, resignation, or incapacity to act or otherwise cease to be a Director during his/her term, a successor may be chosen by the Nominating committee of the Board and shall hold office during the remainder of the unexpired term. In no case may a person be appointed to serve as a Director who has been determined by the Board to be ineligible for election as a Director.
Section 12. Directors and committee members shall be classed as volunteers and shall not receive any salaries or fees for their services, but may, at the direction of the President of the Board of Directors be reimbursed for any expenses incurred in fulfilling their duties.
Section 13. New officers will be elected at the annual meeting of the Society held in June of each year.
Section 14. Except as otherwise specifically prescribed in these by-laws, decisions at any meeting of the Board of Directors or committees shall be by a vote of those present and voting. Each active director shall have one vote. All policies and procedures approved by the Board shall be binding upon all Board members, volunteers and staff of the Society.
Section 1. At each annual meeting of the Board in June, the Board shall elect from the elected active Board of Directors, a President, Vice-President, a Secretary and a Treasurer for a term of one year. The offices of Secretary and Treasurer may be combined.
Section 2. The Board of Directors may remove any officer at any time by a majority vote of the active Board of Directors.
Section 3. Whenever a vacancy shall occur in any office of the Society for any reason, the vacancy shall be filled by and from the active Board of Directors.
Section 4. President. The president shall a) preside over all meetings of the Society and Board, b)be an ex-officio member, with one vote of all committees of the Board, c) deliver to the annual meeting of the Society a comprehensive report of the programs and activities of the Board during the preceding year, together with a statement of principal goals and objectives for the coming year.
Section 5. Vice-President. The Vice-President shall assist the President in his/her duties. In the absence of the President, the Vice-President shall have and exercise the powers of President. In the absence of both the President and Vice-President, the meeting shall be postponed until at least one of those officers can attend.
Section 6. Secretary. The Secretary shall give all required notice of meetings of the Board of Directors, record and keep minutes of those meetings, and other records of the Society, except financial records. The Secretary will provide each Board member, by mail 10 days after the date of the regular monthly meeting, a complete set of minutes of said month's meeting. The financial statements of the prior month as well as all committee reports and agenda, must be mailed to each Board member 1 week prior to the regular scheduled Board meeting. The Secretary will update and maintain a database of donors' names, addresses, type of donations and amount of donations.
Section 7. Treasurer. The Treasurer shall cause to be rendered to the Board a detailed monthly financial statement of income and expenses which shall include a summary of all money assets of the Society. The Treasurer shall render to the Board such other reports as it shall require and shall make a financial report available to anyone upon request. In addition to the monthly statement, the Board may request an audit of the Society's books and financial records. Any such audit shall be performed by a Certified Public Accountant. Copies of any audit shall be furnished to anyone upon written request. All disbursements of any amount specified by the Board shall require signatures of two of any of the active Directors. The Treasurer shall be responsible for responding to all financial, memorial donations and any other major donations as requested by a member of the executive committee.
Section 1. The Executive committee shall be composed of the President, Vice-President, Secretary and Treasurer of the Board of Directors.
Section 2. The Executive committee shall act between the meetings of the Board by authority of the Board; shall act as the decision making body in regard to the conduct of the business of the Society, subject to any action being confirmed by the Board. The Executive committee shall meet as determined by the Executive committee.
Section 1. The standing committees of the Society shall consist of the following: Spay/Neuter, Education, Resource-Fund Raising, Shelter Management, Thrift Store. Committee chairman and members will serve a term of one year. Each committee is required to meet as often as needed and to submit a written report to the Secretary of the Board of Directors one week prior to the monthly Board meeting.
Section 2. Other committees may be formed by the Board of Directors as need arises.
Section 3. Each board member will either chair or be an active member of at least one committee.
Section 4. Each committee chairperson will supply the Board of Directors with written minutes and reports, including an annual report on the committee's activities and finances. All committees will hold regularly scheduled meetings as needed and consist of at least one board member.
Section 5. All committee chairmen and committee members shall be responsible and accountable to the Board of Directors. The Board reserves the right to withdraw any delegated duties and powers from the committee. The Board of Directors has the right to remove any member from any committee if deemed necessary.
Section 6. Committee members are required to actively participate in the scheduled committee meetings.
Section 7. The Nominating Committee must be formed by March of each year.
Section 1. The Society may be dissolved and cease to exist, pursuant to the laws of the State of California, with the approval of the Board of Directors.
Section 2. Upon a decision to dissolve the Society, all assets shall be liquidated and all debts shall be legally satisfied under the direction of the Board of Directors, pursuant to the laws of the State of California.
Section 3. The net assets of the Society and the important records shall be transferred to any of the following organizations as the Board of Directors may designate:
a. Another animal welfare organization established and operated within the State of California, which is qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of the United States as it exists or may hereafter be amended and which has purposes similar to this Society.
b. A national humane society or animal welfare organization, or to a licensed fiduciary within the State of California, such as a bank or trust company, in either case to be held in trust pending a future redistribution to another animal welfare organization which has purposes similar to this Society, established and operated within the state of California, and which is qualified as described in Section 3(a)above.
c. A non-profit organization established and operated within the state of California to provide a free or reduced fee spay/neuter clinic for dogs and cats under supervision of qualified veterinarians.
d. In no event shall any of the assets be distributed to or used for the benefit of any individual.
Section 1. Conduct of meetings. All meetings of the Society, Board of Directors and subordinate units shall be conducted pursuant to Robert's Rules of Order as set forth in the last published revision thereof.
Section 2. Fiscal Year. The fiscal year of the Society shall be January 1 through December 31, unless otherwise fixed by the Board of Directors. The annual Board meeting shall be held in June and is open to the general public.
Section 3. Amendments. The by-laws may be altered, amended, added to or repealed only by affirmative vote of two-thirds of the Board of Directors voting thereon.
I HEREBY CERTIFY that the foregoing by-laws of the SISKIYOU HUMANE SOCIETY, INC. were adopted at a meeting of the Board of Directors of said society on May 23, 2007.
Kathy Fueston Secretary, Siskiyou Humane Society