Eaton County Humane Society (ECHS) strives to ensure a lifetime of loving care for animals by reducing overpopulation, increasing adoption, and fostering humane values.
ECHS is guided by a humane ethic to build a community that universally values animals, understands their needs and takes action to meet them. ECHS will be a regional leader in working toward:
- Elimination of animal overpopulation and the euthanasia of adoptable animals.
- Providing quality temporary care to homeless animals then placing them in permanent loving homes.
- Educating the community on humane treatment and responsible guardianship of companion animals.
ARTICLE I: MEMBERSHIP
At-large ECHS membership will be composed of all persons who pay the annual dues. The Board of Directors (Board) may also designate honorary members. Membership benefits may include adoption, admission and product discounts. Membership does not include voting rights, as ECHS is a Directorship organization.
ARTICLE II: MEETINGS
Section 1. Annual Meeting
The annual meeting shall be held during December of each year. The annual meeting shall take the place of the monthly December meeting. The annual meeting shall include an election to fill vacancies in the Board, election of Officers, the presentation of a financial report for the preceding fiscal year, a yearly report from the Animal Welfare Director, and other matters as determined by the current Board, including setting an annual financial contribution minimum for board members.
Section 2. General Meetings
A general meeting shall be held every month at a designated location and time as determined by the Board. No meeting shall be held in the month of December. Monthly meetings shall include an election to fill vacancies in the Board (as described in Article III), the presentation of a financial report and meeting minutes for the preceding month, a monthly report from the Animal Welfare Director, and other matters as determined by the current Board.
Section 3. Special Meetings
A special meeting for board members may be called by the President. Board members must be contacted at least 48 hours before the meeting. The President must include the time, place, and purpose of the meeting in the communication to each board member.
Section 4. Quorum, Voting, and Procedures
At any meeting, a majority of elected board members present shall constitute a quorum, and unless otherwise provided in these bylaws, a majority of those present can decide any matters other than financial matters or removal of a Board member when quorum is present. No vote may be cast in proxy.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Composition, Selection, Removal, and Terms
The affairs and property of the organization shall be managed by a Board of Directors consisting of eleven Directors elected by a majority vote. Each Director will serve for a three-year term expiring in January of the third year. If a Director is unable to serve or is absent without reasonable cause for two consecutive board meetings or planned events, the board may declare the position vacated and the President will provide a written notice of termination within 10 days.
If an elected Directorship is vacated by non-participation, resignation, inability to serve or other cause, the remaining Directors may consider new applicants. Board member applicants will submit an application to the Board, participate at monthly meetings and volunteer for activities for a minimum of three months prior to being eligible for vote at a quarterly election. Each applicant will also be interviewed by the Board during a monthly meeting. New Board member elections shall be held at quarterly meetings in January, April, July and October.
The individual holding the paid position of Animal Welfare Director is not a voting member of the Board. The Executive Committee shall make all hiring and termination decisions with regard to paid staff.
Section 2. Duties of the Board Members
Board members will actively participate in and attend monthly meetings, unless excused in advance by the President. They will actively participate in fundraisers, programs, community events, annual strategic planning, committees, and policy development and review. Each Board member is expected to use their unique skills to benefit the organization. Board members will either volunteer for committees or may be appointed responsibilities by the President as needed to benefit the organization. Board members that do not regularly add to the success of the organization may be asked to resign. Board members will support ECHS financially with donations meeting the annual minimum set forth by the Board at the annual meeting. All board members must sign and abide by the conflict of interest policy.
Section 3. Meetings
Any Director that misses two consecutive meetings would effectively declare their position vacant, unless an extenuating circumstance is established, or the absence is excused by the President. When urgent action is needed or when it is difficult to schedule a meeting, a decision may be made by telephone conference or similar communication, or by polling the Board provided a reasonable effort was made to include all Board members.
ARTICLE IV: OFFICERS
Section 1. Offices, Terms, and Selections
At the annual meeting, Officers of the organization shall be elected by the board from among its members for terms of one year or until their successors take office. Each Officer position shall not exceed two (2) consecutive terms, unless the position is unopposed. They shall consist of a President, Vice President, Secretary and Treasurer.
Section 2. Duties
The Officers shall perform duties as defined by their office, except as otherwise provided in these bylaws, and shall perform such additional duties as determined by the Board for the success of the organization. The President shall preside at the Board meetings and act as the primary liaison between the Board and paid staff with regard to human resource matters. If the President is unable to preside, the Vice President shall preside and perform the duties of the President. The Treasurer shall manage all funds pursuant to the policies adopted by the board and as provided in Article VI. The Secretary will keep accurate minutes of all meetings and provide these minutes at each meeting.
ARTICLE V: COMMITTEES
Section 1. General Parameters of Committees
The Board may appoint such committees as it requires and it may delegate to them any of its powers, subject to the Board’s power to review and revise committee decisions. Unless otherwise determined by the Board, the President may appoint the members and designate the Chairperson of each committee. All committees shall have at least one member of the board of directors on the committee. Each committee shall be responsible to the board of directors and shall make such reports as the board may require or direct.
Section 2. Standing Committees
The standing committees shall be the Executive Committee and the finance/fundraising committee.
Section 3. Other Committees
Other committees, standing or special, shall be appointed as the Board of Directors shall from time to time deem necessary to carry on the work of ECHS.
Section 4. Executive Committee
The four Officers will constitute an Executive Committee (EC). The EC may exercise any powers of the Board in between meetings of the Board unless otherwise provided by law or in the Articles of Incorporation or in these bylaws. The EC cannot reverse a decision previously made by the board except as otherwise provided in the bylaws. All decisions of the EC shall be made at a meeting attended by a quorum consisting of a majority of the Directors. When urgent action is needed, or when it is difficult to schedule a meeting, a decision may be made by the EC in a telephone call or similar communication arrangement, or by polling the committee members in the process and at least a majority of those in office actually participate. No EC member may cast a vote in proxy. No EC member shall vote on a matter that would create a personal conflict of interest.
The EC shall be responsible for human resource related policies, procedures and reviews.
ARTICLE VI: FINANCE
Section 1. Acceptance of Funds
Grants, donations, bequests, and other funds and property may be accepted from any source in conformity with policies adopted by the Board, and will be tax deductible to the donor as provided by section 501(c)(3) of the Internal Revenue Code. The organization shall remain a 501(c)(3) non-profit for its entire existence.
Section 2. Depository Accounts
All funds of the organization shall be placed in depository or investment accounts as the Board may designate. Checks must be signed by persons authorized as signers by the Board.
Section 3. Management of Funds
The Treasurer shall be the principal custodian of all funds, shall see that accurate books of accounts are maintained and shall ensure that tax and financial related forms and reports required by government agencies and others are filed timely. The Treasurer shall provide the Board with financial reports and statements as needed. All financial records shall be open and available at any time for inspection by any Director.
Section 4. Payment of Bills
Expenses over $1,500.00 will be presented to the Board for approval prior to being incurred and/or paid. Emergent bills over $1,500.00 may be paid prior to Board approval at the discretion of the Treasurer. Normal budget expenditures shall be paid by the Treasurer.
Section 5. Payment of Officers and Directors
There shall be no compensation for serving as an Officer or Director, however, Officers and Directors may be reimbursed for expenses incurred on behalf of ECHS, following the guidelines set forth in Section 4.
Section 6. Fiscal Year
The tax filings and financial reports shall be based on a fiscal year ending December 31.
Section 7. Dissolution of Organization
Should the organization ever be dissolved, all remaining funds shall be transferred to another animal welfare oriented 501(c)(3), federally licensed non-profit organization.
ARTICLE VI: AMENDMENTS
Section 1. Bylaw Amendments
If the Board determines that revisions are needed and necessary to the bylaws, the bylaws may be amended at any meeting with quorum. Amendments must be approved by a majority vote.