1. Purposes - The Corporation primary objective is the provision of care, shelter and well being for American Eskimo dogs which are without or threaten to become without proper homes. The Corporation shall pursue this objective through the following activities.
i. Lost Dogs - The Corporation shall seek to reunite lost dogs with their lawful owners where appropriate for the well being of the dog.
ii. Veterinary Care - The Corporation shall seek to provide reasonable veterinary care to dogs in need of such care.
iii. Adoption - The Corporation shall seek to secure appropriate adoptive homes for those dogs without or threatened to become without proper homes.
iv. Education - The Corporation shall seek to encourage responsible care of dogs through education of the public, through offering assistance to others seeking to establish dog rescue organizations and to provide guidance for existing dog owners to encourage the dogs being kept in their present homes and familiar surroundings.
II. Board of Trustees
1. Board of Trustees - The powers of the Corporation shall be exercised, its affairs shall be conducted, and its property shall be controlled by the Board of Trustees.
2. Number of Trustees - There shall be five (5) Trustees.
3. Duration - The Trustees shall be elected until replaced or unable to perform as a Trustee.
4. Election - The Trustees shall be elected at the annual meeting of the membership.
5. Annual Meeting - The annual meeting of the Trustees shall be held no later than sixty days after the end of each fiscal year, at such time and place as the Board of Trustees shall determine from year to year.
6. Special Meetings - A special meeting of the Trustees may be called by the Executive Director; or by a majority of the Trustees acting without a meeting. The officers of the Corporation shall be required to give all Trustees not less than seven (7) nor more than twenty-one (21) days notice of such meeting.
7. Notice of Meetings - The officers shall give all Trustees notice of meeting by reasonable means.
8. Quorum - At any Trustees' meeting a quorum shall at least one half of the Trustees unless a different number is required by law or by these regulations.
9. Majority Required - For any action greater than fifty percent (50%) of the Trustees actually voting must vote in favor of the action for such action to be approved.
10. Staggered Terms of Trustees - At the inception of the Corporation, three (3) trustees shall be elected for terms of two (2) years and two (2) trustees shall be elected for terms of one (1) year. Thereafter, trustees shall be elected for terms of two (2) years, except that a trustee who is elected to replace a deceased or retired trustee shall be elected to a term equal to the remaining portion of the deceased or retired trustee being replaced.
11. Action in Writing in Lieu of Meeting - Any action which may be taken at a Trustees meeting may be taken without a meeting if authorized by the writing(s) of a sufficient number of Trustees.
1. Specific Officers - The officers of the Corporation may consist of one or more of the following Executive Director, Associate Executive Director, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer. Any person may hold more than one office.
2. Other Officers - The Board of Trustees may elect such other officers as they deem advisable and set their duties.
3. Election - All officers shall be elected by the Board of Trustees and shall hold office until replaced, terminated by the Board, resigned or unable to perform such office. The Board of Trustees shall determine the compensation for any officer.
4. Powers - Officers shall have the power and authority conferred and the duties prescribed by law, in addition to the powers specifically enumerated within this Bylaws and those specifically enumerated by the Board of Trustees.
5. Executive Director - The Executive Director shall be the chief executive officer of the Corporation and shall direct and supervise all activities of the Corporation. The Executive Director may execute and deliver in the name of the Corporation, all deeds, mortgages, bonds, contracts and other instruments deemed necessary or advisable by the Executive Director in the course of the Corporation's business. The Executive Director shall, in general, perform all duties and have all authority incident to the office of Executive Director and such other duties as the Board of Trustees may from time to time assign.
6. Associate Executive Director - An Associate Executive Director shall be an executive officer of the Corporation and shall direct and supervise such activities of the Corporation as are assigned to such Associate Executive Director by the Executive Director or the Board of Trustees and such other duties as the Board of Trustees may from time to time assign. An Associate Executive Director may execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts and other instruments deemed necessary or advisable by such Associate Executive Director in the course of the Corporation's business. The Associate Executive Director shall, in the absence of the Executive Director, perform the duties of the office of Executive Director.
7. Treasurer - The Treasurer shall have charge and custody of the Corporation's funds, securities, notes, contracts, deeds and all other indicia of title; receive and give receipts for monies due the Corporation; deposit monies into such banks, trust companies or other depositories as shall be selected by or pursuant to the directions of the Board of Trustees; cause such funds to be disbursed by checks, be responsible for the accuracy of the accounts; keep the records of the Corporation's transactions; render accounts of the financial condition of the Corporation; and, in general, to perform all duties incident to the office of Treasurer and such other duties as the Board of Trustees shall from time to time assign.
8. Secretary - The Secretary shall keep the minutes of all meetings of the Trustees; cause all notices to be sent to Trustees; be custodian of the corporate records; maintain the records of the Corporation; and, in general to perform all duties incident to the office of Secretary and such other duties as the Board of Trustees may from time to time assign.
9. Assistant Treasurer - An Assistant Treasurer shall have responsibility for such activities of the Treasurer as are assigned to such Assistant Treasurer by the Treasurer or the Board of Trustees and such other duties as the Board of Trustees may from time to time assign. An Assistant Treasurer shall, in the absence of the Treasurer, perform the duties of the office of Treasurer.
10. Assistant Secretary - An Assistant Secretary shall have responsibility for such activities of the Secretary as are assigned to such Assistant Secretary by the Secretary or the Board of Trustees and such other duties as the Board of Trustees may from time to time assign. An Assistant Secretary shall, in the absence of the Secretary, perform the duties of the office of Secretary.
1. Qualification - Any person, not otherwise disqualified under this Article, who has paid the annual membership dues adopted under the rules set forth herein and who agrees in writing to further the objectives of the Corporation shall be a member from the time such dues and agreement are received and accepted by the Corporation until the period covered by such dues has elapsed.
2. Termination of Membership - Any member who commits a serious violation of the rules adopted by the Corporation, who intentionally or maliciously causes of attempts to cause harm to a dog or who by their action or failure to act engages in behavior hostile to the objectives of this Corporation shall, upon action by the Board of Trustees, immediately cease to be a member and shall be ineligible to become a member at any later time without the specific consent of the Board of Trustee.
3. Annual Meeting - The members shall hold an annual meeting in July or August of each year at a reasonable time and place to be determined by the Board of Trustees.
i. At such annual meeting, the members shall elect members of the Board of Trustees to replace those who terms have expired or who have ceased to hold their positions since the last annual meeting of the members.
ii. In the event that the Board of Trustees does not give notice to the membership of an annual meeting within twelve months of the previous annual meeting any group of members comprising not less than the smaller of ten percent (10%) of the membership as of the time of the previous annual meeting or one-hundred members, may fix a reasonable time and place for such annual meeting and hold such meeting upon notice to the membership.
iii. Notice shall be provided to each member as of the record date not less than fourteen (14) nor more than twenty-eight (28) days prior to the annual meeting.
iv. The record date for any annual meeting shall be the first day of the month immediately preceding the month during which the proposed annual meeting shall be held.
v. The Board of Trustees shall prepare a listing of the members as of the record date within fourteen (14) days of the record. The Board of Trustees shall furnish any member with a copy of such listing within three (3) days of receiving a written request for such listing. The Corporation may charge a reasonable copying and mailing fee for such listing.
vi. Members may vote in person or by proxy.
vii. One member shall constitute a quorum.
4. Dues - The Board of Trustees shall set the level of annual dues for members.
5. Classes of Members - The Board of Trustees may from time to time establish such classes of members as it sees fit.
6. Voting by Members - Each individual member who is in good standing, with dues paid as of the record date, shall have one (1) vote. In the event that classes of members exist who may be comprised of more than one person, members of such classes shall not have more votes than the next lowest whole number determined by dividing the dues paid by such members by the dues paid by individual members. Classes of members, if any, who pay dues which are discounted from the dues of standard individual members shall not have a vote.
1. Fiscal Year - The fiscal year of the Corporation shall be the calendar year.
2. Members - The Trustees shall be members of the Corporation.
3. Seal - The Corporation shall have no seal. All documents of the Corporation shall be valid without affixing a corporate seal.
4. Books of Account - The Corporation shall maintain books of account in accordance with sound business practices and such books shall be kept in good order. The Corporation shall issue a report on the financial condition, cash flows, revenues and expenditures to the membership at each annual meeting.
5. Amendment - These Bylaws may from time to time be amended, repealed or superseded at any annual or special meeting of the Trustees by the affirmative votes of greater than fifty percent (50%) of the Trustees.
6. Conduct of Meetings - At all meetings of any nature of the Corporation, the procedure shall be that prescribed by Robert's Rules of Order.