Circle of Friends By-Laws

By-Laws Humane Society of Grand Forks, North Dakota 
 
ARTICLE I – Name 
 
The name of this organization shall be HUMANE SOCIETY OF GRAND FORKS, DBA, CIRCLE OF FRIENDS HUMANE SOCIETY, a non-profit corporation.  
  
ARTICLE II – Mission 
The Circle of Friends Humane Society exists to shelter and care for lost and unwanted animals, to place into humane environments, and to implement programs which increase everyone’s awareness of their responsibilities to all animals.  
 
ARTICLE III – Membership 
 
Section 1. Classes of Membership  Voting: Members 18 years of age or older.  
Non-voting: Members under 18 years of age.  
 
Section 2. Dues  
The dues are to be determined by the Board of Directors. Dues is defined as a qualifying donation per person.  
 
Section 3. Contributor  
A person or organization not a member of this Society but contributing money or articles of value shall be known as a Contributor.  
 
Section 4. Payment of Dues  
Any person who makes a cumulative donation totaling the current dues amount will be considered a member for the current membership year unless he or she so declines in writing. 
 
Section 5. Privileges of Membership  
The privilege of voting is effective immediately upon the Society’s receipt of dues and membership application form. The privilege of the floor shall be extended to any person entitled to vote at meetings of this Society.  
 
Section 6. Termination of Membership  
The board may terminate any membership for just cause at any time. The board shall notify the member in writing that such action will be taken at least seven days prior to a termination vote, thus giving the member the opportunity to address the board. The member then may appeal an adverse action by the board to the full membership at the next annual meeting.  
 
ARTICLE IV - Meetings of Members Section 1. Annual Meeting  
The annual meeting of this Society for the election of directors and the transaction of any other business shall be held in January of each year. Notice of the meeting shall be posted at the Shelter and published in the city and county official newspaper at least fifteen (15) days and not more than thirty (30) days in advance of the date set for such meeting. Members will be notified by mail or telephone.  
 
Section 2. Special Meetings  
Special meetings may be called at any time by the President or by a majority of the Board of Directors. Notice of such meeting shall be posted at the Shelter and published in the city and county official newspaper at least fifteen (15) and not more than thirty (30) days in advance of the date set for such meeting.  
 
Section 3. Quorum  
A simple majority of Board Members plus ten (10) additional members will constitute a quorum for the transaction of business at any annual or special meeting of this Society, but a lesser number shall have the power to adjourn to a specified later time.  
 
Section 4. Rules  
Robert’s Rules of Order Revised shall serve as the parliamentary authority of this Society for all rules and procedures not covered by its By-Laws.  
 
ARTICLE V – Board of Directors Section 1. Number  
The Board of Directors shall consist of at least eleven (11) and no more than fifteen (15) voting members, one of whom shall be a member of the Grand Forks City Administration. Consultants (non-voting) shall consist of the Executive Director, and the Veterinarian, and may include the immediate past President of the Board of Directors.  
 
Section 2. Term of Office  
A director shall hold office for a term of three (3) years. No person may be elected a director for more than two (2) consecutive three (3) year terms, except when the director fills a vacated term which is to be served until the next scheduled election for the office. A former director may have the right of re-election after a period of one year following expiration of his or her term and the immediate past president may be invited to remain on the Board as a non-voting consultant.    
 
Section 3. Manner of Election  
Directors shall be elected by a plurality of the votes cast by ballot at the Annual Meeting. Nominations from the floor will be accepted.  
 
Section 4. Authority  
The Board shall have control of and be responsible for the management of the affairs and property of this Society; shall have power to fill vacancies on the Board or in offices for the unexpired portion of any term; shall have the power to appoint or remove officers, directors, and employees and prescribe their duties, not inconsistent with the provision of these By-Laws; and generally shall have full power to do or require to be done everything deemed necessary or expedient for the management, operation and promotion of the Society.  
Section 5. Requirements 
Directors shall attend 80% of Board Meetings and at least 2 Society events per calendar year; Officers shall also attend 80% of Executive Sessions, except in extenuating circumstances.  
Failure to meet Director requirements may result in removal from the Board. 
 
ARTICLE VI – Officers of the Board of Directors Section 1. Number and Titles  
The officers of the Board of Directors shall be President, Vice President, Secretary, and Treasurer, all of whom shall be elected by the Board of Directors at the Organizational Meeting, to serve for the remainder of their term (one to two years).   
 
Section 2. President  
The President shall be the chief executive officer of the Board. He or she shall preside at all meetings of the Board of the Society. He or she shall, with the approval of the majority of the Board, have the authority to sign such papers as may be required in the sale and/or purchase of securities or other assets belonging to the Society or in connection with the settlement of estates or trusts in which the Society has an interest. He or she shall deliver a message to the members at each Annual Meeting.  
 
Section 3. Vice President  
The Vice president shall, in the absence or disability of the President, perform the duties of the President and act in his or her stead.  
 
Section 4. Secretary  
The Secretary shall preserve the records of the proceedings of the Society and the Board of Directors, and perform such other duties as usually are expected of such officer. He or she shall have custody of the corporate seal, By-Law’s, records and general archives of the Society except as they may be expressly placed in charge of others by order of the Board.  
 
Section 5. Treasurer  
The treasurer shall have charge a custody of the financial records of the society and shall be responsible for depositing in its name in one or more national banks or incorporated trust companies designated as depositories by the Board of Directors, all monies received, except as these duties may be expressly placed in charge of others by order of the Board. He or she shall perform such other duties as usually are expected of such officer.  
 
The treasurer shall have the authority to sign such papers as may be required in the sale and/or purchase of securities or other assets belonging to the or in connection with the settlement of estates or trusts in which the Society has an interest. Funds shall be withdrawn from any depository upon check signed by the Treasurer. The President and Executive Director shall also be authorized to sign checks.  
 
The books and accounts of the Society shall be compiled, reviewed, or audited at least once a year (or as needed, but not less frequently than once a year) by an external certified public accountant selected by the Board of Directors.  
 
ARTICLE VII – Meetings of the Board of Directors Section 1. Organizational Meeting  
The Organizational Meeting shall be held each year following the election of Directors at the Annual Meeting. 
 
Section 2. Other Meetings  
Meetings of the Board of Directors shall be held monthly. Other meetings of the Board of Directors may be held at such other times as may be determined by the Board.  
 
Section 3. Quorum  
A majority of the Directors then in office shall constitute a quorum for the transaction of any business.  
 
ARTICLE VIII – Committees Section 1. Number and Titles of Standing Committees  
There shall be the following standing committees: Executive; Policy and Legal; Public Relations, Events, and Fundraising; Finance; and Nominating. Additional committees may be formed by the board and/or the executive director at their discretion.  
 
Section 2. Selection  
Each year the Board of Directors shall appoint members of the Standing Committees. The Board shall have the power to fill vacancies in such committees. Standing Committee Chairs will be assigned to Directors.  Unless specified below, committee members will be chosen from the Society Membership. 
 
Section 3. Executive Committee  
The Executive Committee shall consist of the President, Vice President, the Treasurer, and the Secretary. This committee shall provide guidance, leadership, and problem-solving and will meet monthly or as needed with the Executive Director.  
 
Section 4. Policy and Legal Committee  
The Policy and Legal Committee shall be responsible for reviewing and clarifying current policies and recommending changes or additions when necessary. This committee shall ensure the legality of all shelter operations.  
 
Section 5. Public Relations, Events, and Fundraising Committee  
The Public Relations, Events, and Fundraising Committee shall assist staff members with developing and implementing positive public relations strategies and programs, as needed. This Committee will also serve as a liaison between the Humane Society and the media, as needed. The Public Relations, Events, and Fundraising Committee shall develop and implement fundraising projects and retain established fundraising projects for the benefit of the Humane Society.  
 
Section 6. Nominating Committee  
The Nominating Committee shall consist only of elected Board members and shall recruit and nominate Board members to open positions. The committee shall implement plans for Board development.  
 
Section 7. Finance Committee 
The Finance Committee shall examine long-term strategic financial planning. They will provide financial oversight to the organization, assist the Executive Director as needed, and be chaired by the Treasurer.  
 
ARTICLE IX – Amendment of By-Laws 
These By-Laws may be repealed, altered or amended at any Annual Meeting or at any Special Meeting of this Society called for that purpose, provided that any alteration or change proposed shall, first have been submitted to the board of directors no less than 14 days prior to an annual or special meeting called for that purpose. Copies of such proposed alterations or changes shall be available at the Shelter and on the Society’s website to all members of the Society prior to the holding of such annual or Special Meeting. Membership will be notified by electronic mail, unless the member has requested notification by US mail, at least five (5) days prior to the meeting at which changes to the By-Laws will be proposed.  
 
ARTICLE X – Effective Date 
These By-Laws, effective upon their adoption, supersede all former By-Laws of this Society. Dated January 30, 2013. Amended January 11, 2016.  
 
ARTICLE XI – Fiscal Year 
The Fiscal Year shall be from January 1 to December 31, both inclusive. 
 
ARTICLE XII 
The Executive Director shall be hired by the board of directors and serve at its discretion. The Executive Director is responsible for all the day to day operations of the facility, the hiring and terminating of employment of all staff, the preparing of the annual budget and shall represent the shelter, its philosophy and programs to media outlets.