Bylaws

BYLAWS OF BROWN COUNTY PET RESCUE LEAGUE

ARTICLE 1. NAME OF ORGANIZATION

The name of the organization is Brown County Pet Rescue League.

ARTICLE 2. ORGANIZATION PURPOSE

Section 1. Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Mission Statement

We are animal lovers who give temporary foster homes to homeless dogs and cats while we work to match them with the perfect permanent home where they can become a treasured member of their family. We also educate on all aspects of being a responsible pet owner.

Section 3. Specific Purpose

The purposes of the organization include all those activities, work and objectives as related to the adoption, rescue, and /or the humane treatment of dogs, cats and other animals and include but are not limited to the following primary purposes:

1. To rescue homeless and surrendered dogs, cats and other pets, as means may permit.
2. To provide for the necessary veterinary care for rescued and surrendered animals.
3. To interview, organize and provide training for people wanting to foster, and to assess potential adopters.
4. To provide and operate a website and have social media presence, as well as provide newsletters and other publications that service to aid in the rescue, foster care, and adoption of homeless pets; to promote, advertise, and encourage adoption of rescued animals.
5. To help educate and inform the general public with respect to issues related to spay-neuter programs and other aspects of responsible pet ownership through presentations, publications and advertising, as well as all other related effective means.
6. To organize fundraising events, programs, and other activities.
7. To provide for the day-to-day operation of the rescue organization.

ARTICLE 3. MEMBERSHIP

Section 1. Members

This organization will not have general membership. Financial supporters will be given the title of ‘Donor’, volunteers will be given the title of ‘Volunteer’, and Foster volunteers will be given the title ‘Fosters.’ Both Donors and Volunteers will have no rights to vote as directed by the Board of Directors. Volunteers and Fosters will be required to complete an application, which will be subject to approval of each member of the Board of Directors. Volunteers and Fosters accepted into the organization are allowed to participate in activities sponsored by the organization. Volunteers and Fosters will be required to comply with policies and procedures in the organization. Volunteers and Fosters also have the right to financially support the organization.

Section 2. Compensation for Fosters

The organization shall provide food, supplies, and medical care for fostered animals. The organization shall be empowered to provide compensation to a Foster upon presentation of receipts, for necessary expenses related to the animal in the Fosters care.

ARTICLE 4. POWERS

Section 1. Private Inurnments

No part of the net earnings of the organization shall inure to the benefit of/or to be distributed to its Board of Directors, Volunteers, Donors, or any other private persons, except that the organization shall be authorized and empowered to pay reasonable reimbursements for actual and necessary expenses to further improve the health and well being of the animals and to make payments in furtherance of the purposes set forth in Article 2, Section 2.

Section 2. Discrimination

The Organization shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause. The Organization shall not discriminate against any reasonable application for a Volunteer or Foster for their race, religion, creed, marital status or sexual preference.

Section 3. Lobbying

No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation and furthermore, shall not participate in or intervene in (including publishing or distribution of statements) political campaigns on behalf of or in opposition to any candidate for public office.

ARTICLE 5. BOARD OF DIRECTORS

Section 1. General Powers, Size, Compensation

The affairs of the Organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization. The Board shall consist of up to seven (7) and not fewer than three (3) members. The Board receives no compensation other than reasonable expenses after supplying receipts to the Treasurer.

Section 2. Election and Term of Office

The Directors shall not have terms but will be appointed or reappointed by the President and approved by each member of the Board at the annual meeting.

Section 3. Officers and Duties

There shall be four (4) Officers consisting of a President, Vice President, Secretary and Treasurer. One Officer may hold more than one position. The duties of the Officers are as follows:

• The President shall be in charge of all of its activities and business, convene regularly, and shall be Ex-officio member of all committees and shall have the power and duties usually vested in the office of the President.
• The Vice President shall serve as the President’s delegate as well as preside in the President’s absence.
• The Secretary shall be responsible for keeping records of the board meetings, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that the corporate records are maintained.
• The Treasurer shall manage the financial affairs of the Organization and shall be responsible for all funds, properties and securities held by the Organization. The Treasurer shall make a report at each board meeting, reviewing all monthly receipts and disbursements of the Organization. In addition, the Treasurer shall provide a monthly financial report to all Officers.

Section 4. Vacancies

When a vacancy on the Board exists between annual meetings, the Secretary may receive nominations for new members from the present Board members two weeks in advance of a board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next board meeting. Applications for a Board member position shall be accepted from any volunteer who has been actively involved with Brown County Pet Rescue League for at least three months.

Section 5. Resignation, Termination, Attendance

Resignation from the Board must be in writing and received by the Secretary. Any member of the Board of Directors may be removed with or without cause at any time by vote of 60% of the remaining Directors if in their judgment, the best interest of the Organization would be served thereby. Each member of the Board must receive written notice of the proposed removal at least ten days in advance of the proposed action. An Officer who has been removed from the Board shall automatically be removed from office. Each member of the Board must attend at least five (5) of the six regular meetings per year. If a member fails to attend five of the six regular meetings per year, they will be automatically forfeiting their position on the Board pursuant to this section and are not entitled to removal procedure.

Section 6. Regular and Annual Meetings

The Board shall meet every other month in an agreed upon time and place. An annual meeting of the Board of Directors shall be held the on the last Sunday of December, unless it falls upon a holiday, in which case the meeting shall take place at the earliest convenience.

Section 7. Special Meetings

Special meetings may be called by the President of the Board, or a simple majority of the Board of Directors.

Section 8. Action without a Meeting and Telephone Meetings

Actions required or permitted to be taken by the Board may not be taken without a meeting. Board members shall be permitted to participate in meetings through telephone communication if it can be arranged so that all Board members can hear all other members.

Section 9. Notice

An official board meeting requires that each Board member have written notice five (5) days in advance. Any written notice via fax or email is acceptable.

Section 10. Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.

Section 11. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of South Dakota.

Section 12. Non-liability of Directors and Officers

The directors and officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

ARTICLE 6. COMMITTEES

Section 1. Committee Formation

The board may create committees as needed, such as fundraising, volunteers, etc. The Board President appoints all committee chairs. The committees will be subject to the direction and control of the full board.

ARTICLE 7. CONFLICT OF INTEREST

Section 1. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Policy

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE 8. DIRECTOR’S INSPECTION RIGHTS

Section 1. Inspections

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind.

ARTICLE 9. FISCAL YEAR

Section 1. Fiscal Year: The fiscal year shall be the calendar year. The fiscal year for the Organization shall be December 31.

ARTICLE 10. DISSOLUTION

Section 1. Dissolution

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 11. AMENDMENTS

Section 1. Amending the Bylaws

The Articles of Incorporation and Bylaws of the Organization may be altered, amended, or repealed and new Articles of Incorporation and Bylaws adopted only upon acting by the 60% majority vote of all Officers of the Board, except as otherwise provided in the Articles of Incorporation of these Bylaws. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcement.