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, also doing business as Circle of Friends Animal Shelter.
ARTICLE II – Mission
Section 1: The mission of Circle of Friends Animal Shelter is to enrich the lives of pets through healing, education and connecting companions.
Section 2: On an annual basis the Chief Executive Officer (CEO) will present to the board for their review the yearly contracts and partnerships Circle of Friends Animal Shelter has to act as the pound, and to provide pet services to the said city or county.
Section 3: In accordance with the yearly contracts and partnerships that Circle of Friends Animal Shelter agrees to; those contracted and/or partnered cities and/or county’s animals will receive priority for stray intake, surrender, and Police and Sheriff Support.
ARTICLE III – Membership
A person must be 18 years or older to be a member of the organization. Any person who makes a $5.00 donation between the second (2nd) Tuesday of May and April 20th will be considered an active voting member for the annual meeting on the first Monday of May. A person must be an active member for 15 weekdays and within 365 days prior to a special meeting to vote at the special meeting.
ARTICLE IV – Meetings of Members
Section 1: Annual Meeting
The annual meeting of the organization for the election of directors shall be held on the first Monday of May at 6:30pm.
Section 2: Notice for the Annual Meeting
Notice of the meeting shall be posted at the organized and published in the city and county official paper for April 15-April 22 of that year.
Section 3: Agenda for the Annual Meeting
The agenda must include after roll call an agenda item of “Active Member Comments.” A member must fill out the request for comment prior to the 6:30pm call to order. Each member is allowed a maximum of three (3) minutes for their comment. Each member is allowed one comment request per an annual meeting.
Section 4: Special Meetings
Special Meetings may be called at any time with a majority vote from the Board of Directors. Notice of such meeting shall be posted at the organized and published in the city and county paper for seven (7) days, two (2) weeks prior to the meeting date.
Section 5: Quorum for Annual and Special Meetings
A simple majority of the Board of Directors plus five (5) addictional members will constitute a quorum for the election of directors or any transaction of business at any annual or special meeting of the organization. A lesser number shall have the power to adjourn to a specified later time.
ARTICLE V – Board of Directors
Section 1: Number
The Board of Directors shall consist of at least seven (7) and no more than ten (10) voting members. The Chief Executive Officer (CEO) holds a consulting Board of Directors role. The CEO does not vote at regular board meetings.
Section 2: Restrictions
A director cannot be a 1099 contractor or employee of the organization.
Section 3: Term of Office
A director shall hold office for a term of four (4) years upon election. The director can be reelected for a 2nd term. Upon expiration of the second term such director shall not serve for one year.
Section 4: Nominations
Nominations for the Directors will be on the ballots if recommended from the Governance Comittee or from a self-nomination that is submitted in writing to the CEO by March 31 of that year. Nominations from the floor will be a write in nomination.
Section 5: Manner of Election
Directors shall be elected by a plurality of votes cast by ballot at the Annual Meeting. All voting will be done by secret ballot. In the event of a tie, a ballot will be made with the names on it and a second vote will occur that evening.
Section 6: Authority
The Board of Directors will have responsibility for the business and affairs of the organization. The Board of Directors has the authority to hire and terminate the Chief Executive Officer.
Section 7: Attendance
Directors must attend six (6) meetings a year and at least two (2) events from the first week of May to the annual meeting.
Section 8: Vacancy
In the event of a vacancy: A) If the number of board members remains at seven or more members the position will remain vacant. B) If the vacancy makes the total director number fall under seven (7) then the Governance Committee will recommend two (2) members for the board to vote on for election. If a position is filled the position is only filled until the next annual meeting when the membership will vote on the positions.
ARTICLE VI – Officers of the Board of Directors
Section 1. Number and Titles
The Chair of the Board of Directors will preside at the meetings of the directors, executive committee, and annual meeting. With full board approval he or she will have the authority to sign papers in association with sale/purchase of securities, assets, estates, trusts, or which the organization has an interest in. The Chair will provide a signature for finacial checks in the absence of the Treasurer.
The Vice Chair of the Board of Directors shall, in the absence of the Chair, perform the duties of the Chair and act in his or her stead until the chair returns or the term of the chair ends.
The Secretary shall take records and provide records of the proceedings of the meetings of directors, executive committee, special meetings, and annual meeting.
The Treasurer shall collaborate with the CEO to oversee the finances of the organization. Shall ensure that a full audit occurs on an annual basis. With full board approval the treasurer shall have authority to sign papers in association with the sale/purchase of securities, assets, estates, trusts, or which the organization has interest in. The Treasurer will act as the second signature for financial checks.
ARTICLE VII – Meetings of the Board of Directors
Section 1: Annual Meeting
The organizational meeting will occur in May following the annual meeting.
Section 2: Full Board Meetings
The Board of Directors will meet in May, July, September, November, January, and March.
Section 3: Executive Committee Meetings
Executive Committee will meet in June, August, October, December, February, and April.
Section 4: Other Committee Meetings
Any other committee shall meet as needed.
Section 5: Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of any business.
ARTICLE VIII – Committees
Section 1: Executive Committee
There shall be an Executive Committee that consists of Chair, Vice Chair, Treasurer, Secretary. The function of the Executive Committee is to provide oversight and review with the CEO the monthly finances, shelter statistics, and strategic plan.
Section 2: Standing Committees
There shall be the following standing committees: Finance, Governance, and Policy.
Section 3: Selection
Each year the Board of Directors shall appoint members of the standing committees. Each standing committee will have a chair that is assigned by the Board of Directors. Committee members can also be chosen from the Society Membership through approval of each committee Chair.
Finance: Review with the CEO the monthly finances, investments, Profit and Loss, audit, 990s, endowments and other financial documents.
Governance: Recruit, interview, and maintain a list of individuals who would represent the organization as a board member. Ensure that at the Annual and Special Meetings attendees are educated about the By-Laws, organizational policies, and follow Roberts Rules of Order. Stay current on open records and meeting rules.
Policy: Collaborated with the CEO and Director of Operations on internal policies and by law revisions.
ARTICLE IX – Amendment of By-Laws
These By-Laws may be repealed, altered, or amended at an Annual Meeting or any Special Meeting of the organization for that purpose. Copies of the proposed alterations or changes shall be available at the organization and on the organization’s website for 10 weekdays prior to the meeting.
ARTICLE X – Effective Date
These By-Laws were approved October 15, 2019.
ARTICLE XI – Fiscal Year
The Fiscal Year shall be from April 1 to March 31, both inclusive.
The Chief Executive Officer (CEO) of the organization shall be responsible for the supervision and control of all the business and affairs of the Organization and have executive management authority over the Organization’s activities, including the day-to-day operation and administration of the Organization’s business and property, in accordance with the policies, directives and budgets from time to time adopted by the Board of Directors. Such responsibilities shall include, but are not limited to, hiring, supervising, discharging, and fixing the compensation of the employees. The Chief Executive Officer shall report to the Executive Committee; shall make reports as requested by the Executive Committee; shall perform any other duties that may be requested by the Executive Committee.
In the event of death, resignation, removal, absence, disability, or termination of employment of the CEO, the Executive Committee will vote on a member of the Executive Committee to act in the CEO’s absence.