Marion County Humane Society Bylaws

Marion County Humane Society
Bylaws & Board Members

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Established 2006

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Board Meetings

The board meets every month at a time and place to be determined by the board and will be posted on the MCHS website located at www.marioncountyhumanesociety.org. The general members of the MCHS and the interested public are welcome to attend.

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MCHS Board Members

Board Members
President: Bill Nowlin
Vice President: Angela Owen
Secretary: Judy Mays
Treasurer: Kathy Ballard
Board Member: Betty Blaine
Board Member: Donna Pemberton
Board Member: Wayne Mays
Board Member: Scott Hunt
Board Member: Les Walters

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MCHS Mission
Our mission is to prevent abuse, promote adoption and to educate the public in the proper and ethical care and treatment of animals.

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MCHS Bylaws

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ARTICLE I - GENERAL

Section 1. NAME: The name of the Corporation shall be the Marion County Humane Society, Inc.

Section 2. REGISTERED OFFICE: The address of the registered office of the Corporation in Hamilton, AL is:

Marion County Humane Society, PO Box 1642,
Hamilton, AL 35570.

The Corporation may have other offices or branches as determined by the Board of Directors.

Section 3. FISCAL YEAR: The fiscal year for the Corporation shall be January 1 through December 31.

ARTICLE II - POLICIES

The Policies and Procedures provide information about operations and enables members and staff to perform the administrative functions of the Society. Policies and procedures are established and modified over time by the Board of Directors and can only be changed or eliminated by official action of the Board. The by-laws may be amended, altered, changed, added to, or repealed by affirmative vote by a majority of the Board of Directors at any meeting of the Board.

Human Resources:
Employees will be hired, and released in accordance with all fair labor practices. The Marion County Humane Society encourages the professional development for
all employees and will encourage and support relevant career education. Semi-annual evaluations will be provided for all hourly employees. Wage increases will be
considered on a semi-annual basis, to concur with the evaluation. Volunteers will be utilized and will be expected to follow all MCHS policies and procedures.
MCHS is an Equal Opportunity Employer.

Animal Care:
Every day, all animals, both onsite and in foster care, will be provided with: fresh food, a clean and dry living space, clean bedding, mental and physical exercise in a
manner that exceeds legal requirements both for on-site animals and those in foster care. We will provide core vaccinations and obtain necessary medical treatment
and grooming as needed. All care decisions will be made with the goal of re-homing as many pets in our custody as possible. Animals arriving at the shelter will
receive timely assessment. Animals MCHS places in foster care are still in the custody of the MCHS and foster care homes will be subject to inspections.

Adoption and Relinquishment:
Animals will be received, held and released in accordance with all local, state and federal laws. A fee will be charged for adoptions and those pets returned to
owners. Adopters will be screened for suitability with every attempt to ensure a safe and enduring family match. Animals will not be adopted out to minors, or to
renters without landlord consent. The shelter staff reserves the right to deny any adoption. Adopters will sign a contract to include a date and will pay a deposit for
spay/neuter of unaltered animals. There will be a "fee refundable" trial period, and at any future date an adopter may return the animal to the MCHS at no charge. No animals will be made available for experimental or testing purposes or to any individuals with that intent.

Business Operations:
All shelter income and expenses will be tracked and recorded and statements will be provided by the Treasurer at monthly board meetings. A team, to include the
Executive Director and board members, will manage the finances to keep the shelter moving in an operationally secure and financially sound direction. All financial
transactions will be considered public record.

Public Relations & Policy Issues:
The Executive Director will keep the Executive Committee aware of any concerns associated with policies and procedures, including non-compliance or the need to
modify them. The Board of Directors and shelter team will promote the shelter's positive public image in the community. Customer service and satisfaction will be a
top priority for all staff and volunteers who work for the MCHS. Concerns or complaints with customer relations and service or shelter policies and procedures will
be brought to the immediate attention of shelter management, and if necessary for satisfactory resolution, to the Executive Committee.

Facility Maintenance:
The MCHS will maintain a facility which will be open to the public, for the purpose of housing its animals, serving as a point of business, and storing all MCHS
property and records. Access to, and proper maintenance of, this facility and its entire contents will be determined and monitored by the Executive Director with the
help of management staff.

Euthanasia:
Neither the age nor breed of any animal, are acceptable factors for euthanasia. The MCHS will not end an animal's life unless it is necessary. The method in which
the procedure is to be performed will be as humane as possible.

ARTICLE III - CHARITABLE PURPOSE

Section 1. The Corporation shall have no capital stock and shall not be conducted for profit. The Corporation shall operate exclusively for the purposes set forth
herein as a charitable, non-profit Corporation, no part of the net earnings of which shall inure to the benefit of any corporate member, director, officer of the
Corporation or any private individual.

Section 2. In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the
Corporation, dispose of all the assets of the Corporation (real and personal) in such manner, or to such organization(s) which are organized or operated exclusively
for the charitable purposes as shall at the time qualify as an exempt organization(s) under Section 501 (C) (3) of the United States Internal Revenue Service Code or the corresponding provisions of a future United States Internal Revenue Law, as the Board of Directors shall determine.

ARTICLE IV - MEMBERSHIP

Section 1. CLASSES OF MEMBERSHIP - Membership shall be of two classes: life with voting privileges; and annual with voting privileges. Every person accepted as an annual member shall pay dues in the amount set forth by resolution of the Board of Directors at the regular meeting of the board following the annual
membership meeting. The amount of said dues shall be recorded in the minutes.

Section 2. ACCEPTANCE OF MEMBER -

A person shall be considered a member in good standing upon his/her application for membership, accompanied by payment of dues. Annual dues are payable at any time during the calendar year prior to the annual meeting of the general membership and are payable at the registered address. Once having made payment pursuant hereto, and received a receipt, a person shall remain a member in good standing unless he/she is expelled, suspended or otherwise disciplined for just cause and may lose all membership privileges including voting rights.

Section 3. ANNUAL MEMBERSHIP MEETING -

The annual meeting of the general membership of the Corporation for the purposes of electing directors, appointment of terms and for the transaction of other business authorized to be transacted by the members, shall be held at a date, time and place to be designated by the Board of Directors. A regular meeting of the Board of Directors shall take place immediately following the annual membership meeting for the purpose of electing officers, and any other business that may come before the board.

Section 4. VOTING -

Only Members 18 years old or older and in good standing shall be entitled to vote at the annual membership meeting or at a special membership meeting called by the Board of Directors; provided, however, that a member shall not be entitled to vote until he or she has been a member of the Corporation for a period of thirty (30) days. The membership shall elect directors on the basis of majority vote.

Section 5. SPECIAL MEETING -

Special meetings of the membership may be called by the President, by a majority of the Board of Directors, or upon written request of the majority of the active membership.

Section 6. NOTICE OF MEETING -

Notice of the date, time, place and purpose of any special meeting of the members shall be provided to the membership at least ten (10) days prior to the meeting, in such a manner and by such means as may be directed by the Board of Directors.

Section 7. QUORUM -

At a special general membership meeting of the Corporation, at least ten per cent (10%) of the members from the general membership and a majority of the Board of Directors shall constitute a quorum and have authority to transact properly submitted business which may come before the meeting. Vote by proxy will not be permitted.

ARTICLE V - BOARD OF DIRECTORS

Section 1. DUTIES -

Management of the affairs and business of the Corporation shall be vested in the general powers of the Board of Directors.

Section 2. ELIGIBILITY REQUIREMENTS -

Only active members 18 years old or older, in good standing, who are approved by the Review Committee in accordance with Board of Director’s Application, are eligible for election as Directors and Officers. Nominations from the floor will not be accepted.

Section 3. ELECTION AND TERMS -

The Members of the Board of Directors shall be elected at the annual membership meeting by the active members of the Corporation from a slate of candidates chosen and presented by the Nominating Committee. The Board of Directors shall be composed of not less than seven (7) or more than eleven (11) members. President Elect shall become President, President becomes Past President and the following officers shall be elected by the Board of Directors, President Elect, Secretary and Treasurer. The remaining board members shall be appointed to terms as follows: One-third (1/3) for a three (3) year term; one-third (1/3) for a two (2) year term; and one-third (1/3) for a one (1) year term, to begin staggered terms. Thereafter, one-third (1/3) of the Directors shall be elected to three (3) year terms. Directors are eligible for re-election with no term limits.

Section 4. VACANCY -

A vacancy on the Board of Directors shall be appointed by majority vote of the Board of Directors, and the term of the vacancy appointment shall run until the next annual meeting.

Section 5. SPECIAL MEETINGS -

Special meetings of the Board of Directors may be called by the President or a majority of the Board of Directors at any time provided that reasonable notice of the time, place and purpose of said meeting shall be given to each director. Determination of closed session shall be made at the time the meeting is called.

Section 6. QUORUM -

For the purpose of meetings of the Board of Directors, the majority, one more than half, of board members shall constitute a quorum and have authority to transact all business which may come before the meeting.

Section 7. REGULAR MEETINGS OF BOARD -

Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board. These meetings shall be open to the general membership and to the public for discussion only.

Section 8. REMOVAL -

A Board member shall be subject to removal upon missing three (3) consecutive board meetings without adequate reason, or for reasonable cause. A ballot vote from the board will be required for removal due to reasonable cause.

Section 9. COMPENSATION -

Members of the Board of Directors, as such, and members of committees, shall be classed as volunteers and shall not receive any salaries or fees for their services, but may be reimbursed for expenses incurred in fulfilling their duties as determined by the Board of Directors.

Section 10. ORDER OF BUSINESS AT ANNUAL MEMBERSHIP MEETING:

1. Call meeting to order.
2. Reading of the minutes.
3. Treasurer’s report.
4. Shelter report.
5. Reports of officers.
6. Reports of committees.
7. Election of directors.
8. Unfinished business.
9. New business.
10. Open floor for discussion.
11. Adjournment.

ARTICLE VI - OFFICERS -

The officers of this corporation shall be a President, Vice President, Secretary, Treasurer and such other officers as the Board may from time to time determine.

SECTION VI.2 ELECTION
At each annual meeting, the Board shall elect by majority vote a person to fill each office designated by the Board. Each officer shall hold office until his/her successor is chosen and qualified. Any officer may fill-out a vacant term of an officer and be eligible for re-election.

SECTION VI.3 VACANCY

A vacancy of an officer shall be filled by election by majority vote of the Board of Directors for the remainder of the officer's term which was vacated.

SECTION VI.4 PRESIDENT'S DUTIES

Duties of the PRESIDENT' are:

A. To preside over and conduct all meetings of the Board.
B. To serve as chairperson of the Executive Committee.
C. To see that all orders and resolutions of the Board are carried into effect.
D. To appoint all standing and special committees, except for the Executive Committee, and to be an ex-officio member for all committees, without vote with the
exception of a tie breaker.
E. To call special meetings of the Board when necessary.
F. To work in conjunction with the Executive Director.
G. To have overall responsibility in directing and coordinating the activities of the Board in accordance with the bylaws.
H. To deliver at the annual membership meeting a comprehensive report of the activities of the Society to date.
I. To train the next person in line for the position.

SECTION VI.5 VICE PRESIDENT’S DUTIES

Duties of the VICE PRESIDENT are:

A. To fulfill all duties of the President during his/her temporary absence.
B. To assist the President in areas designated by the President.
C. To serve as a member of the Executive Committee.
D. To serve as a signatory for the organization.
E. To train the next person in line for the position.

SECTION VI.6 SECRETARY

Duties of the SECRETARY are:

A. To serve as a member of the Executive Committee.
B. To keep records and preserve the minutes of the Corporation and Board of Directors. Have the minutes properly co-signed by Secretary and President and to
maintain a co-signed set of minutes on the shelter property and one offsite.
C. To give notice of meetings of the Board of Directors.
D. To sign with the President any non-financial document(s) on behalf of the Corporation.
E. To have the ability to use word processing software and have skills in writing and record keeping.
F. To train the next person in line for the position.

SECTION VI.7 TREASURER'S DUTIES

Duties of the TREASURER are:

A. To serve as a chairperson of the Finance Committee.
A. To serve as a member of the Executive Committee.
B. To provide a financial report to the Board of Directors at each meeting.
C. To oversee the deposit and account for all funds and receivables.
D. To sign with the President any financial document(s) on behalf of the Corporation.
E. To provide guidance in the preparation of the annual budget.
F. To oversee the development of fund raising.
G. To train the next person in line for the position.

SECTION VI.8 PAST-PRESIDENT

Duties of the PAST-PRESIDENT are:

A. Assist the President in areas designated by the President.
B. Serve as a voting member of the board.
C. Perform other duties as prescribed by the Board of Directors.

SECTION VI.8 EXECUTIVE DIRECTOR

Duties of the EXECUTIVE DIRECTOR are:

A. To be responsible for the management of the shelter.
B. The Executive Director shall be hired by the Board of Directors with a salary and term of years set forth in an employment contract.
C. To implement a method for the receipt and custody of the corporate funds and securities.
D. To keep full and accurate accounts of receipts and disbursements.
E. To insure that between the Treasurer and staff, full and accurate accounts of receipts and disbursements are kept.
F. To deposit all monies or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors.
G. To disburse the funds of the Corporation, in conjunction with the Treasurer, to include two (2) signatures on the check; one being the Executive Directors and one being a designated officer as may be ordered by the Board of Directors.
H. To submit to the Board of Directors an Executive Director's monthly report.
I. To serve as an ex-officio member of all Board committees.

ARTICLE VII - COMMITTEES

EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer, and Past President. The Executive Committee shall meet as
required between meetings of the Board when it is necessary to have Board action which cannot be conducted at the regularly scheduled meeting of the Board. A
quorum shall consist of not less than three voting members of the Executive Committee. All action of the Executive Committee shall be reported to the Board in
writing at the next regular meeting. All action of the Executive Committee is final unless revised or modified by formal action of the full Board. The Executive
Committee shall handle all complaints regarding the Executive Director and report recommendations to the Board. The Executive Committee shall adopt such rules
and regulations as it may deem necessary for its management. The Executive Director shall serve on the committee as an advisory member only. .

FINANCE COMMITTEE
Shall be composed of three (3) board members to include the Treasurer and one member from the Fundraising Committee. It is the responsibility of the Finance
Committee to establish guidelines for budget and financial reporting, monitor the financial affairs of the Society, and prepare recommendations for the Board which
are related to the financial operation of the corporation and which requires action by the Board. The Executive Director shall serve on the committee as an advisory
member only.

ETHICS COMMITTEE
Shall be composed of three (3) individuals from the active membership to include two (2) board members. It is the responsibility of the Ethics Committee to receive
and consider complaints about the conduct of board members and shelter management, and to recommend to the Board of Directors what, if any, action should be
taken. The members of this committee shall be subject to change to preclude any circumstance of conflict of interest.

NOMINATING & REVIEW COMMITTEE
Shall be established by the Board of Directors for the purpose of providing nominees for board members and will be composed of at least one (1) member from the
active membership and two (2) board members.

FUNDRAISING COMMITTEE
Shall be composed of three (3) board members, one of which is also on the Finance Committee. The committee shall be responsible for organizing fundraising events, and will develop a plan and propose a calendar of events to meet budget requirements.

SHELTER COMMITTEE

CHAPTER COMMITTEE

PUBLIC RELATIONS COMMITTEE

MISCELLANEOUS COMMITTEES
The Board of Directors may provide for such other committees as the Board deems necessary and may delegate to such committee duties and powers as necessary.

ARTICLE VIII - LIABILITY LIMITATIONS
No volunteer Director shall be personally liable to the Corporation or its members or employees for monetary damages for a breach of the volunteer Director’s
fiduciary duties, with the following exceptions: (a) acts of omission not in good faith which involve intentional misconduct or a knowing violation of the law; (b) a
transaction from which the Director received an improper benefit; and/or (c) acts of omission which are grossly negligent.

ARTICLE IX - INDEMNIFICATION
The Corporation shall indemnify to the extent allowed by the statutes of the State of Alabama any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was an officer, volunteer director, member, or agent of the Corporation, or served any other enterprise at the request of the Corporation. The person to be indemnified
must have acted in good faith, and not with intentional misconduct or gross negligence or a knowing violation of the law, and in a manner he/she reasonably believed
to be in or not opposed to the best interests of the Corporation or its members, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful.

ARTICLE X - DISSOLUTION
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all
the assets of the Corporation (real and personal) in such manner, or to such organization(s) which are organized or operated exclusively for the charitable purposes as shall at the time qualify as an exempt organization(s) under Section 501 (C) (3) of the United States Internal Revenue Service Code or the corresponding provisions of a future United States Internal Revenue Law, as the Board of Directors shall determine.

ARTICLE XI - AMENDMENTS
The by-laws may be amended, altered, changed, added to, or repealed by affirmative vote of two-thirds (2/3) of the Board of Directors at any meeting of the Board, provided that a ten (10) day notice of such proposed amendment, alteration, change, addition, or repeal be sent to each Board Member.