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. The principal offices are located at 4375 N. Washington Street
Grand Forks, ND 58203.
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.
ARTICLE III – Purpose.
Section 1. Said Organization is organized exclusively for charitable, religious, educational, or 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 corresponding section of any future federal tax code.
Section 2. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its Members, Trustees, Officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future tax code.
Section 3. 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 corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of pursuant to the laws of the state in which the principal office of the Organization resided for such charitable purposes as they were organized and operated. In the event the Organization is dissolved, then any assets remaining after the payment of all just debts shall be only given to animal welfare group(s), at the direction of a majority of the Board then in office, in accordance with the Organization purposes as hereinabove set forth.
ARTICLE IV – Membership
A person must be 18 years or older to be a Member of the Organization. Any person who makes $25.00 donation between the first (1st) 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.
Section 1: Privileges of Membership
The privilege of voting is conferred on all active Members. The privilege of the floor shall be extended to any person entitled to vote at meetings of this Organization not to exceed five (5)
minutes.
Section 2: Termination of Membership
The Board of Directors may terminate any Membership for just cause at any time. The Board shall notify the Member in writing that such an action will be taken at least seven (7) days prior to a termination vote, thus giving the Member the opportunity to address the Board. Membership will be terminated fifteen (15) days after a Board vote to terminate. The Member then may
appear an adverse action by the Board to the full Membership at the next Annual Meeting.
ARTICLE V – Meetings of Members
Section 1: Annual Meeting
The Annual Meeting of the Organization for the election of Directors or 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 Circle of Friends Animal Shelter website and posted at Circle of Friends Animal Shelter and in the city and county official paper from April 15 – April 22 of that year.
Section 3: 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 Organization and published in the city and county paper for seven (7) days, two (2) weeks prior to the meeting date.
Section 4: Notice for Special Meeting:
Notice of the Meeting shall be posted at the Circle of Friends Animal Shelter website and posted at Circle of Friends Animal Shelter and in the city and county official paper from April 15 – April
22 of that year.
Section 5: Quorum for Annual Meetings
A simple majority of the Board of Directors plus any additional Members will constitute a quorum for the election of Directors or any transaction of business at any Annual or Special Meetings of
the Organization. A lesser number shall have the power to adjourn to a specified later time.
ARTICLE VI – Board of Directors
Section 1: Number
The Board of Directors shall consist of at least seven (7) but not more than eleven (11) voting Members. The city may appoint a voting member of the Board, and if so, the Board will not exceed eleven (11). The Executive Director holds a consulting Board of Directors role. The Executive Director does not vote at regular Board meetings.
Section 2: Restriction
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. An initial term of a Board member will be staggered if additional Members are added to the Board.
Section 4: Nominations
Nominations for the Directors will be on the ballots if recommended from a Nomination Committee, or a Member, or from a self-nomination that is submitted in writing to the Executive Director or Board 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 business and affairs of the Organization shall be managed by its Board. The Directors shall in all cases act as a Board. They may adopt such rules and regulations, consistent with these Bylaws and the laws of this State, for the conduct of their meetings and the management of the Organization as they may deem proper.
Section 7: Attendance
Board Members are encouraged to attend every Board meeting and remain in attendance for the duration of the meeting. A Board Member’s attendance may be called into question if:
1. A Board Member has more than two (2) un-notified absences (“un-notified” defined as no contact with the Organization’s office prior to Board meetings indicating the
inability to attend) in a twelve (12) month period, or
2. A Board Member has more than four (4) notified absences in a twelve (12) month
period.
Such an individual will be approached by a Board representative and may be asked to resign. It is expected Board Members attend Circle of Friends’ events.
Section 8: Special Meetings
Special Meetings of the Directors may be called by, or at the request of the Board Chair or any three (3) Directors. The person or persons calling the Special Meeting shall specify the place, date, and time for holding Special Meetings. Notice of Special Meetings must be given by e-mail, and/or in writing, or by any other means necessary to each of the Directors at least twenty-four (24) hours in advance. No business shall be transacted at any Special Meeting except that mentioned in the notice. When necessary or useful to the Organization, as determined by the
Board Chair or his/her designee, an e-mail vote shall be appropriate. As a matter of record, e-mail votes will be recorded as to the specific question(s) asked. The record will be filed with the official Organization minutes as kept by the Secretary.
Section 9: Vacancy
In the event of a vacancy: A) If the number of Board Members remains at Nine (9) or more Members the position may remain vacant. B) If the vacancy makes the total Director number fall under seven (7) then a Nomination Committee, or Member will recommend a Member 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.
Section 10: Removal of Directors
Any of the Directors may be removed with or without cause by action of the Board, if it is deemed to be in the best interest of the Organization.
Section 11: Resignation
A Director may resign at any time by giving written notice to the Board of Director or directly to the Board Chair. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer. The acceptance of the resignation shall not be necessary to make it effective.
Section 12: Conflict of Interest
Board Members must avoid conflicting loyalties to other organizations, boards or staffs, including the personal interest of any Board Member acting as an individual consumer of the organization’s services. Where a conflict of interest exists, the board Member(s) with the conflict may be excused from discussion and shall not vote on any actions related to the conflict.
Section 13: Compensation
Members of the Board of Directors receive no compensation for serving on the Board but may be reimbursed for expenses incurred in carrying out Board duties.
Section 14: Employment
If a Board Member is interested in an employment position with the Organization, the Board Member must resign from his or her Board position prior to applying for such a position. If appropriate, the Board Member involved may request consideration of re-election [to be reelected] to the Board of Directors following a one-year absence from the Board.
Section 15: Presumption of Assent
A Director who is present at a Board meeting at which action on any matter is taken shall be presumed to have assented to the action taken by the Board unless: a) his or her dissent is entered in the minutes of the meeting, which shall be done, or b) he or she files his or her written dissent to an action with the person acting as the Secretary before adjournment. Abstention may
be duly noted upon request. It is expected that, regardless of an individual Director’s stance on an issue, the outcome of an official vote, once taken, will be supported collectively by the Directors.
Section 16: Task Forces
As a general rule, all business of the Board will be conducted in regular meetings by the full Board. The Board may, however, establish temporary task forces to help carry out its responsibilities
and expedite its work. Board task forces will not exercise authority over staff and current operations but will assist the Board chiefly by gathering information for Board consideration that may otherwise be unproductive for the entire Board to gather. Task forces may include members of the general public who are not current Board Members; however, at least one Board Member in good standing and the Executive Director must serve on a task force of the Board.
ARTICLE VII – 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 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 financial 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 terms 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 an interest in. The Treasurer will act as the second signature for financial checks.
Section VIII: Executive Director
Relationship
The Executive Director is employed by the Board of Directors, which is responsible for the hiring, support and evaluation of the Executive Director. The Executive Director reports to the Board as a whole, and no individual Members will assume authority over this position. The Executive Director is the only employee of the Organization that reports to the Board, and the Board will not attempt to exercise any authority over any other staff members. If the Organization does not have an Executive Director, the Board of Directors shall serve as the Executive Director.
Performance
The Board will ensure that a formal performance evaluation of the Executive Director will be performed on or before March 31st on an annual basis with a pre-determined, transparent process that adheres to the Board’s policies regarding said performance. The performance of the Executive Director will be evaluated against the stated performance goals of the Organization. Salary considerations will be made at the time of the annual review.
ARTICLE IX – Meetings of the Board of Directors
Section 1: Organizational Meeting
The Organizational Meeting will occur in May following the Annual Meeting.
Section 2: Full Board Meeting
The Board of Directors will meet the 2nd Monday of each month.
Section 3: Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of any business.
ARTICLE X – Property, Gifts, and Endowments
The Organization is authorized to accept, own, and dispose of real estate, money, all forms of securities, and other personal property through gifts, endowments, bequests, or otherwise, and do all such other things and have such other powers as may be necessary to carry out the Organization’s purpose unless restricted by the donor. Any restricted donations are to be restricted as requested by the donor.
ARTICLE XI: INDEMNIFICATION
The Organization shall indemnify every Board Member, Officer, staff member or volunteer, his or her heirs, executors and administrators against expenses reasonably incurred by him or her in connection with any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Board Member or Officer of the Organization, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Organization is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled.
ARTICLE XII – CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1: Contracts
The Board, by a majority of those Directors present, may authorize any contracts or execute and deliver any instrument in the name of and on behalf of the Organization that exceeds the designated authority established for the Executive Director. Such authority shall be an accumulated total of $5,000.
Section 2: Loans
No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless authorized by a majority of the voting Directors then in office.
Section 3: Checks, Drafts, Etc.
All checks, drafts, or other orders that exceed the designated authority established for the Executive Director for the payment of money, notes, or other evidence of indebtedness issue in the name of the Organization shall be signed by Chair and the Executive Director.
Section 4: Deposits
All funds of the Organization not otherwise designated shall be deposited periodically to the credit of the Organization in such banks, trust companies, or other depositories as the Directors shall select. These depositories will be reviewed annually by the Board.
Sections 5: Investment Policies
Investment policies will be established by the Board and reviewed annually.
ARTICLE XIII – Amendment of By-Laws
These By-Laws may be repealed, altered, or amended at an Annual Meeting or any Special Meetings of the Organization for that purpose. The adoption of an amendment to the By-Laws requires a simple majority. Copies of the proposed alterations or changes shall be available at the Organization and on the Organization’s website for ten (10) weekdays prior to the meeting.
ARTICLE XIV – Effective Date
These By-Laws were approved May 5, 2025.
ARTICLE XV – Fiscal Year
The Fiscal Year shall be from April 1 to March 31, both inclusive.
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 Medical & Adoption Center and
published in the city and county official paper from 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) additional 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 five (5) and no more than seven (7)
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.
Section 4: Nominations
Nominations for the Directors will be on the ballots if recommended from the Governance Committee 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 three (3) 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 five (5) then the Governance Committee will recommend
a member 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, September, January, and March.
Section 3: Executive Committee Meetings
Executive Committee will meet in August, October, December, 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.
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 May 1, 2023.
ARTICLE XI – Fiscal Year
The Fiscal Year shall be from April 1 to March 31, both inclusive.
ARTICLE XII
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.