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 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. Obtaining Membership
Any person who makes a cumulative donation totaling the current dues amount and completes a Membership Application Form will be considered a Member of the Society. Dues and the completed Membership Application Form must be received by the Society by the beginning of the year’s annual meeting to be eligible to vote in the annual meeting.
Section 5. Term of Membership
A Membership obtained after the date of the Annual Meeting will remain in effect through the next Annual Meeting and throughout the year in which that Annual Meeting was held.
Section 6: Privileges of Membership
The privilege of voting at the Annual Meeting and Special Meetings of Members is conferred on all active Members. The privilege of the floor shall be extended to any person entitled to vote at Meetings of Members of this Society.
Section 7. Termination of Membership
The Society will comply with the membership termination provisions contained in the North Dakota Century Code, NDCC Chapter 10-33.
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 no later than April 1 of each year. Notice of the meeting shall be posted at the Shelter and published in the city and county official newspaper at least five (5) days and not more than fifty (50) days in advance of the date set for such meeting. Additions to the published agenda are allowed at the meeting.
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 five (5) and not more than fifty (50) days in advance of the date set for such meeting. Additions to the published agenda are not allowed at the 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 nine (9) and no more than eleven (11) voting members. Consultants (non-voting) shall consist of the Executive Director, and the Contracted Veterinarian. Effective Date 2/1/2020.
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. A director appointed by the Board to fill a vacated term will serve until the next Annual Meeting, where the remainder of the term will be voted on. A former director, having served two full terms may have the right of re-election after a period of one (1) year following expiration of his or her term.
Section 3. Classifications of the Board
The Board of Directors will be divided into three classes, the term of each Class will be three years. Class 1 and class 2, will each consist of 3 or 4 directors, and Class 3, will consist of 3 directors. The terms for the Class 1 will run every three years commencing in 2018. The terms for Class 2 will run every three years commencing in 2019. The terms for Class 3 will run every three years commencing in 2020.
Section 4: Nominations
Directors may be nominated by the Nominating Committee, from the floor, or by petition. Petitions must be signed by 15 or more members and be turned in to the Society office prior to the December Board Meeting.
Section 5. Manner of Election
Directors shall be elected by a plurality of the votes cast by ballot at the Annual Meeting. All voting will be done by secret ballot. In the event of a tie, the Membership will be given the choice of resolving the tie with a coin flip or a secret runoff ballot.
Section 6. 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 until the next Annual Meeting, 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 7. 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. 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. Officers will be elected by the Board of Directors at the Organizational Meeting on odd numbered years. Officers will serve the lesser of either a period of two (2) years or until their membership on the board terminates. In the event that an open officer position cannot be filled at the Organizational Meeting, the past officer will continue to serve until a successor can be elected.
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 until the term ends.
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 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 of three (3) Board Members whose terms are not expiring and up to four (4) Members. The committee shall recruit and nominate Board members. 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 prior to the November Board Meeting to be considered at the annual meeting. Proposed changes for a Special Meeting would have to be submitted in time to be reviewed at a Board of Directors meeting, prior to the special meeting. 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.
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 24, 2018.
ARTICLE XI – Fiscal Year
The Fiscal Year shall be from January 1 to December 31, both inclusive.
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.