ARTICLE I: NAME

Section 1. Name

The name of this organization shall be “The Wood County Humane Society, Inc.” (also referred to in these Bylaws as the “Organization”).

 

Section 2. Registered Office

The registered office and mailing address shall be 801 Van Camp Road, Bowling Green, Ohio, 43402.

 

Section 3. Type of Corporation

This Organization is and shall be a non-profit corporation under Chapter 1702 of the Ohio Revised Code and tax-exempt under Section 501(c)(3) of the Internal Revenue Code.

 

Section 4. Purpose

The purpose of this Organization is to inculcate humane principles; to enforce the laws for the prevention of cruelty or neglect, especially to animals; to cooperate with similar agencies in such effort; and all other things which are now, or may hereafter be, required of this Organization by the statutes of the State of Ohio. (This language is specified by the Ohio Revised Code 1717.02.05.)

 

Section 5. Limitations of Methods

• The Organization shall be non-partisan and non-sectarian, and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate for office in township, village, city, county, state, or nation.

 

• The Organization encourages the support and active participation of all its members; however, no member shall engage in any activity implicating the Organization or any member of the Organization, unless such activity has been approved and encouraged by the Board of Directors.

​

ARTICLE II: MEMBERSHIP

Section 1.

Any person, household, association, corporation, partnership or estate may subscribe to membership in the Organization. Membership shall neither be rendered nor denied on the basis of race, color, religion, national original, sex, sexual orientation, or disability. Full voting membership shall be open to any dues-paying person 18 years of age or older.

 

Section 2.

Any such entity who will endeavor to further the purposes for which the Organization is formed will become a member upon contributing a recorded gift at the entry membership level or above. The giving categories may be revised annually by the Board of Directors.

 

Section 3.

The Board of Directors may reject any membership application for good cause. Any such person whose application has been rejected by the Directors may reapply for membership should such cause be found to be without merit.

 

Section 3.

Honorary memberships may be granted by the Board of Directors to any person making distinguished contributions to the work of this Organization and may be extended in duration as to be determined by the Board. Honorary memberships carry all the rights of a regular membership.
 

Section 4.

A person or estate is entitled to cast one vote. A household, association, corporation, or partnership may cast a number of votes equal to the number of such entities’ representatives in attendance not to exceed two total votes.

 

Section 5.

A voting member must have a qualifying contribution on record at least thirty (30) days prior to the first day of the Organization’s fiscal calendar year in order to vote at the Annual Meeting.

 

Section 6.

Any business (i.e., firm, association or corporation) or estate holding a membership shall have the right any time to change any or all of its representatives upon written notice to the Board of Directors.

 

Section 7.

Members may be expelled by the Board of Directors for cause within reasonable time as fixed by the Board. No member may be expelled without the opportunity of a hearing before the Board at a proposed time and place and after a reasonable notice. A 3/4 vote of directors present shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Organization and upon her/his written request, she/he must be allowed to make such an appeal at the next Annual Meeting. A vote of sixty percent of the membership present shall be required to overrule the vote of the Board in this matter.

 

Section 8.

The resignation or expulsion of a member shall terminate her/his membership. The termination of a membership shall work a forfeiture of all interest of the member in and to property of the Organization, and the member shall thereafter have no right thereto or any part thereof.

 

Section 9.

Any person adopting an animal from the Organization shall be granted a one year entry level membership in the Organization.

 

Section 10

Any person, household, association, corporation, partnership or estate contributing a gift recorded as “In-kind Donation” may be granted a one year Friends level membership into the Organization, at the discretion of the Membership Committee.

 

Section 11.

Any current member of the Organization who is convicted of any criminal action resulting from neglect and/or cruelty to animals, or who has a final determination that animals are to be permanently removed by appropriate governmental agency, or organization authorized by such agency, when such removal is predicated upon a finding of cruelty, neglect, and/or abandonment of animals shall have such membership suspended, and all entitlements to such membership suspended during the pendency of any such action. Membership may be reinstated with full entitlement upon a finding that such charges were unfounded by the appropriate government agency involved or as a result of a court’s judgment, upon notification of the Board.

 

ARTICLE III: BOARD OF DIRECTORS

Section 1.  Powers

The Board of Directors shall be the government of the Organization. The direction of the Organization’s work and the control of its property shall be vested to the Board of Directors. The Board shall consist of members in good standing of the Wood County Humane Society, to be elected annually for a term of two years.

 

Section 2. Number

The number of directors serving on the Board at any one time shall fall between a minimum of 7 and a maximum of 15 members with full voting rights.

 

Section 3. Terms of Office

• A Director’s term of office shall begin at the conclusion of the Annual Meeting at which she/he has been elected to serve and end at the conclusion at the Annual Meeting two years later.

 

• Members elected to the Board of Directors are eligible to serve for up to four sequential two-year terms, after which a minimum one-year break from Board service is required. Following such break, members are eligible to run again for open positions. This provision shall not be retroactive.

 

• Directors’ and Officers’ terms of office shall be staggered so that no more than one-half of either is elected each year.

 

• The Directors of the Board shall serve until a successor is elected.

 

Section 4. Board Composition

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means either

 

• Any person currently being compensated by the Organization for services rendered it within the previous twelve (12) months, whether as a full- or part-time officers or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

 

• Any relative of any such person.

 

Section 5. Duties

• Directors must comply with the Duty of Care in making decisions for the Organization, the Duty of Loyalty to never use information gained through their position for personal gain and to always act in the best interests of the Organization, and the Duty of Obedience to be faithful to the Organization’s mission and goals; they must also recuse or stand aside when there is a conflict of interest.

 

• They may adopt rules for conducting business of the Organization. They shall be required to inform the membership of their work at all membership meetings. They shall submit the finances of the Organization at all membership meetings. They shall approve the appointment of any advisors (i.e., legal, financial, veterinary, etc.) and review such appointments annually.

 

Section 6. Vacancies

The directors shall have the power to fill all vacancies of the Board. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of death, resignation, or removal of any Director. When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next meeting; if the next regular meeting is further than two (2) weeks away a Special Meeting may be called in compliance with Article IV, Section4. These vacancies will be filled only to the end of the former Board member’s term.

 

Section 7. Compensation

Board members shall not be paid by the Organization, or by any other sources, for their services rendered to the Organization, except for pre-approved expenses.

 

Section 8. Non-Disclosure and Confidentiality

Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organization’s mission, or can reasonably be expected to benefit the Organization. All Directors shall execute and sign a confidentiality and morals agreement upon being voted onto and accepting appointments on the Board of Directors.

 

Section 9. Conflict of Interest

• No contract or other transaction between the Organization and one or more of its Directors, or the Organization and any other organization, firm, association, or entity in which one or more of the Directors are directors or officers, or have a material, financial interest, shall be entered into by the Organization, unless the fact of such relationship or interest is disclosed to the Board beforehand.

 

• The Board of Directors must approve such contract by a two-thirds (2/3rds) majority vote without counting the vote(s) of the interested Director(s). Nor shall the interested Director(s) be counted in determining a quorum at a meeting of the Board during which such a contract or transaction is authorized, approved, or/and ratified.

 

• The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

 

Section 10. Leave of Absence

Any Director may request a leave of absence for up to three (3) consecutive months during each term. The request should be made to the Board as soon as practical. Upon approval by the Board, the leave is granted and the Director is exempt from the existing attendance rules as outlined in Article IV, Section 7.

 

Section 11. Removal

• Any Director elected or appointed as provided in the Articles of Incorporation or these Bylaws may be removed by a simple majority of the persons authorized to elect or appoint such Director whenever, in their judgment, the best interests of the Organization will be served thereby.

 

• Any Director of the Organization who is convicted of any criminal action resulting from neglect and/or cruelty to animals, or who has a final determination that animals are to be permanently removed by appropriate governmental agency, or organization authorized by such agency, when such removal is predicated upon a finding of cruelty, neglect, and/or abandonment of animals shall be dismissed as a Director, and all entitlements of such membership suspended during the pendency of any such action. The Director may be reinstated with full entitlement upon a finding that such charges were unfounded by the appropriate government agency involved or as a result of a court’s judgment, upon notification to the Board.

 

Section 12. Resignation

Any Director may resign at any time by presenting written notice to the Secretary. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The successor shall be selected by the rules set forth in Article V, Section 2, including a simple majority vote of the remaining Directors.

 

Section 13. Ineligibility

• No member of the Organization related by blood or marriage or living in the same household as a current employee may serve on the Board of Directors.  Employees are not eligible to serve on the Board of Directors.

 

• A person who has been employed and terminated from the Organization shall not be permitted to serve as a Director.

 

ARTICLE IV: MEETINGS

Section 1. Regular Meetings

The Board of Directors shall meet monthly. The date, time, and location shall be determined by the Directors and posted to the Organization’s website. Additional Board meetings may be called by 1) the President or Vice President in the President’s absence, 2) a majority of the Executive Committee, or 3) any six members of Board.  

 

Section 2. Non-Regular Meetings

Notice of non-regular or additional meetings shall be given to each member by written notification to the post office address or email address maintained by the Secretary at least five (5) days in advance of the day of the meeting. The five-day notification period may be waived if the majority of the Board has responded.  The notice of the meeting shall briefly state the purpose of the meeting.

 

Section 3. Annual Meeting

The Annual Meeting of the Organization shall be held within thirty (30) days of the close of the Organization’s fiscal calendar year.

 

Section 4. Special Meetings

• Special meetings may be held whenever it is considered necessary by the Board of Directors.

​

• Special meetings may be called by 1) a majority of the Executive Committee; 2) a written request signed by not less than five percent of the current members; or 3)  a majority of members of the Board of Directors.

 

• Notice of the time, place, and exact purpose of Special Meetings must be conveyed via website, U.S. Postal Service, or/and e-mail to the post office address or email address to all members at least twenty-one (21) days prior to the meeting.

 

Section 5. Executive Session

By agreement of a majority of the Directors present, the Board may declare a meeting temporarily in Executive Session to consider matters that warrant confidentiality.

 

Section 6. Action without Meeting

Actions required or permitted to be taken by the Board may be taken without a meeting. All of the Directors entitled to vote must, individually or collectively, consent in writing to such action. Any action so approved shall be recorded in the minutes of the next Board meeting.

 

Section 7. Meeting Attendance

• Directors may appear at a meeting of the Board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

​

• Any Board member that has an unexcused absence at three Board of Directors meetings within one fiscal calendar year shall be considered resigned without further action from the Board of Directors. The Executive Committee has the discretion to determine the validity of any excused absence.

 

Section 8.

Meeting procedures and protocols shall be governed by these Bylaws.

 

Section 9. Parliamentary Authority

• The proceedings of all Organization meetings shall be guided by and conducted according to the latest edition of Robert’s Rules of Order, Newly Revised.

​

• Only elected Officers of the Organization may preside at Organization meetings.

 

Section 10. Quorum

• A simple majority of the current membership of the Board of Directors shall constitute a quorum at a Board of Directors or Executive Committee meeting.

​

• Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Organization, or by provision of law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. If a meeting cannot be organized because a quorum has not attended, either the President or those members so present, by a majority of the votes cast by such members so present, may adjourn the meeting from time to time until a quorum is present when any business may be transacted that may have been transacted at the meeting as originally called.

​

• When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Article V, Section II. [DHAD1] 

​

• The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of Incorporation, or the Bylaws of this Organization.

 

The quorum at any Annual Meeting or Special Meeting consists of those members in good standing who attend.

 [DHAD1]CHANGE

 

ARTICLE V: OFFICERS AND DUTIES OF OFFICERS

Section 1. Number and Offices 

Within thirty (30) days of the Annual Meeting, the new Board of Directors shall meet and elect for the ensuing year, a President, a Vice President, a Secretary, and a Treasurer, all of whom must be members of the Board of Directors. Election of Officers shall be done by ballot. A simple majority is necessary for election. An Associate Treasurer may be elected by the Board of Directors, if deemed necessary. Any two or more offices may be held by the same person unless otherwise provided in the Articles of Incorporation. 
 

Section 2. President

• The President is the principal executive officer and shall preside at all meetings of the Organization and Board of Directors, and shall perform all duties incident to this office.

 

• In the absence of the President, the Vice President shall preside over a meeting.  In the absence of both the President and the Vice President, the meeting must be rescheduled.

 

• Upon the resolution of the Board, she/he shall have the authority to sign such papers as may be required to enter into contracts in the sale of securities or other assets belonging to the Organization or in connection with the settlement of estates or trusts in which the Organization has an interest.

 

• She/he shall be responsible for the general supervision over Organization employees, volunteer shelter workers, and property of the Organization, and the annual evaluation of the Shelter Manager.

 

• She/he shall be the liaison between Board and the Shelter Manager under the guidance and jurisdiction of the Board.

 

• She/he shall be an ex-officio member of all Board-appointed committees and shall serve as the Chair of Shelter Personnel Policy Committee.

 

• She/he shall be the delegate of the Organization to any activity the Board shall deem proper, or she/he may appoint a delegate.

 

• She/he shall be a member of the Executive Committee.

 

• She/he shall promote the prosperity and increase the usefulness of the Organization in a manner fitting the chief executive.

 

• She/he shall perform such other duties as directed by the Board which may be necessary to carry out the purposes of the Organization.

 

Section 3. Vice President

• The Vice President serves as the assistant to the President, and shall also be the Organization’s chief administrative officer and will register as the Organization’s statutory agent with the State of Ohio.

 

• She/he shall be a member of the Executive Committee, an ex-officio member of all permanent committees, the Chair of any ad hoc Bylaws Committee, the Chair of Shelter Personnel Policy Committee, and Parliamentarian for the Board of Directors.

 

• She/he shall maintain a current copy of the Operations Manual and any confidential records for the Organization.

 

• Her/his tasks include meeting with committee chairs and monitoring the progress of each committee.

 

• She/he shall be responsible for monitoring and facilitating when necessary tax and payroll filings; the Annual Meeting; employer compliance relations and related legal issues; and other duties as the Board sees fit.

 

• She/he shall be an active member of the Shelter and Personnel Policy Committee, and work with the President and Shelter Manager to maintain appropriate personnel policies.

 

• She/he will oversee the Organization’s insurance policies.

 

• In the absence of the President, or in the event of her/his resignation, she/he shall perform the duties of the President and act in her/his stead.

 

Section 4. Secretary

• The Secretary shall conduct the official correspondence of the Organization, and maintain an accurate record of the proceedings of the Organization, the Board of Directors, and all committees.

 

• She/he shall certify and keep at the registered office of the Organization the original Articles of Incorporation, Bylaws, Minutes Book, and all other records of the Organization.

 

• She/he shall faithfully and impartially record the actions taken at each meeting of the Board of Directors and the Executive Committee, if so requested by the Executive Committee.

 

• She/he shall keep a register of the names and addresses of each of the Directors, Officers, Committee Members, and Membership of the Organization, and update the list annually, or as directed by the Board.

 

• She/he shall be a member of the Executive Committee and a member of the Public Relations Committee.

 

• She/he shall be responsible for maintaining a collection of committee reports and other pertinent information pertaining to the Board of Directors for the time period of the most recent seven years, including the current fiscal year.

 

• She/he shall be responsible for providing appropriate notice and reminders to all Board Members of Board meetings.

 

Section 5. Treasurer

• The Treasurer is the financial officer of the Organization and shall keep all the books, ledgers, bills, accounts, and other financial papers and records incident to the office.

 

• She/he shall in accordance with the Board of Directors be responsible for all accounts of the Organization.

 

• She/he shall receive, hold, and administer any and all stocks, bonds, certificates, bequests, notes, securities of all kinds and nature whatsoever belonging to the Organization.

 

• She/he may not dispose of them, or any part of them, in any manner without previous directions of the Board of Directors.

 

• She/he shall, subject to the direction of the Board of Directors, invest, or reinvest excess funds not required by the Budget of the Organization in any or all of the following:

  • Savings accounts and certificates of deposit maintained by the Organization in any bank or any savings and loan association;

  • United States Government Securities;

  • The Bowling Green Community Foundation; and

  • Any investment approved by a three-quarters (3/4) vote of the Board of Directors.

 

• She/he shall not be liable for the purchase, retention, or sales of any investment or reinvestment of the Organization, nor for any loss to, or diminution of its funds unless due to her/his own negligence, willful misconduct, or lack of good faith.

 

• Her/his position shall be bonded in the amounts approved by the Board of Directors and the fee or fees shall be paid by the Organization. This bond shall be in the custody of the President. 

 

• The Treasurer shall be a member of the Executive Committee and the Budget and Finance Committee.

 

• All disbursements shall be made by the Treasurer or the Associate Treasurer.  The President shall be empowered to act in the Treasurer’s absence.

 

Section 6. Ex-Officio Members

A President, Vice President, Secretary, or/and Treasurer in the last year of his or her term on the Board may be appointed as ex-officio members for one additional year, in order to serve as mentor to the successor. 

 

Section 7. Removal 

Any Officer elected or appointed as provided in the Articles of Incorporation or these Bylaws may be removed by a simple majority of the persons authorized to elect or appoint such Director whenever, in their judgment, the best interests of the Organization will be served thereby.

ARTICLE VI: COMMITTEES

Section 1.

The Executive Committee shall be composed of the President, the Vice President, the Secretary, and the Treasurer.

 

Section 2.           

The Executive Committee shall be empowered to transact any item of ordinary and routine business that cannot be held over until the next Board of Directors meeting.  
 

ARTICLE VII: COMMITTEES

Section 1. Powers

The Board of Directors shall authorize and define the powers of all standing committees and ad hoc committees. The Board may create committees as needed. The Board shall hold a simple majority vote on the creation of all committees.

 

Section 2. Standing Committees

• The standing committees of the Organization shall be Membership and Contributions, Fundraising, Public Relations, Shelter and Personnel Policy, Budget and Finance, Buildings and Grounds, Volunteer, Spay/Neuter, Nominating, and Education/Outreach. The President shall within thirty (30) days of her/his installation and with the approval of the Board of Directors appoint the Chairs of these committees. The Chairs of these committees must be members of the Board.

 

• The make-up and duties of each standing committee shall be determined by the Board of Directors according to the needs of the Organization during any particular period of time.

 

• The Board of Directors, by resolution adopted by a majority of the whole Board, may designate two or more Directors to constitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors, as so delegated in the resolution, in the management of the Organization; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such member by law.

 

Section 3. Participation

Each Director shall actively participate in at least one standing committee.

 

ARTICLE VIII: NOMINATING COMMITTEE AND ELECTIONS

Section 1.

The Board of Directors shall be elected at the Annual Meeting, or at a Special Meeting of the members called for that purpose.

 

Section 2.

• A Nominating Committee of not less than three members shall be appointed by the Board of Directors at least four months prior to the end of the fiscal calendar year.   The Nominating Committee should be responsible for advertising for new Board members, determining the responsibilities of the election tellers, and advising appointed tellers of their responsibilities prior to the Annual Meeting.  No member of the Board who is running for another term shall serve on the Nominating Committee.

 

• The Committee shall nominate from the members of the Organization candidates for membership of the Board of Directors.

 

• A list of the nominees recommended by the Nominating Committee shall be presented to the Board at least sixty (60) days prior to the election. 

 

• Additional nominations other than those recommended by the Committee may be made from the floor at the election; nominees must be present at the meeting unless such persons have provided 24 hours’ notice in advance of the Annual Meeting to the Secretary.

 

Section 3.

All members will receive written notification (via website, U.S. Postal Service, or/and e-mail) of the election and the list of the nominees recommended by the Nominating Committee at least twenty-one (21) days prior to the election.

 

Section 4.

Only members in good standing who are present at the Annual Meeting may vote. Voting by proxy is prohibited.

 

Section 5.

All voting shall be by secret ballot. Candidates who receive the highest number of votes corresponding to the number of vacancies on the Board of Directors and have votes from at least one-half of those eligible voters present shall be  declared elected. Candidates elected at the Annual Meeting will be announced by the close of the Annual Meeting by the Nominating Committee’s appointed tellers.

 

Section 6.

The Board of Directors shall appoint a committee of not less than three tellers who are not members of the slate of candidates for election to supervise the election.  The Nominating Committee should be responsible for determining the responsibilities of the three tellers and advising the appointed tellers of their duties prior to the Annual Meeting.  A Board member up for reelection can not serve as a teller

​

ARTICLE IX: AMENDMENTS

These Bylaws may be amended or altered by a two-thirds vote of those present at any regular or Special Meeting of the Organization provided notice of the proposed change shall have been provided (via website, U.S. Postal Service, or/and e-mail) to each member not less than twenty-one (21) days prior to such meeting.

 

ARTICLE X: DISSOLUTION

The Organization may be dissolved at any time by a vote of the Board, requiring a two-thirds approval. In the event of dissolution, whether voluntary or by operation of the law, the Organization’s assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall not be distributed to any members of the Organization but donated to a similar charitable organization for the benefit of animals selected by the Directors. Appropriate legal actions shall be required to complete the dissolution of the corporation, as may be required by any governmental agency and/or statutory requirement.

 

ARTICLE XI: MISCELLANEOUS

Section 1. Shelter Staff

The Wood County Humane Society shall employ a Humane Agent, a Shelter Manager and other employees (hired at the discretion of the Shelter Manager in consultation with the Board President.) The hiring of the Shelter Manager and the Humane Agent shall be recommended by the Shelter and Personnel Policy Committee and Board President, with approval of the Board to follow. (For termination policy, see Personnel Policy Manual.)

 

Section 2. Shelter Manager

• The Shelter Manager shall be directly responsible to the Board of Directors, with the President of the Organization acting as liaison between the Shelter Manager and the Board.

 

• She/he shell be responsible for conducting the daily operations of the shelter in accordance with the polices and procedures approved by the Board of Directors.

 

• She/he shall be responsible for the hiring, training, scheduling, evaluation, and termination of all shelter employees;

 

• She/he shall perform all other duties as contained in the Shelter Manager job description and as directed by the Board.

 

Section 3. Retention of Records

• All animal intake and adoption records shall be maintained at the shelter and may not be removed by any Director, Officer, or other person for any reason.

 

• The Board shall retain and preserve all corporate and financial documents in such manner as to ensure that the documents are available for inspection by members of the Organization or for another other purpose required by law.

 

Section 4. Rights of Inspection

• Every member of the Board shall have the right at any reasonable time and on written demand stating the purpose thereof to examine and make copies of/from the relevant books and records of accounts, minutes, and Bylaws of the Organization.

 

• Members of the Organization, the public, or their agents shall be entitled to inspect at the registered office the following records:

 

•  Articles of Incorporation and revisions thereto;

 

•  Bylaws and any revisions thereto;

 

•  Organizational balance sheets and income statements and any available audit reports;

 

•  Copies of the minutes of Board meetings, Annual Meetings, and Special Meetings;

 

•  A roster of current Board members; and

 

•  The current Annual Report.

 

• The Organization must establish reasonable procedures to protect against the inappropriate disclosure or release of confidential information.

 

Section 5. Indemnification

• The Organization may, to the fullest extent, now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party of any action, suit, or proceeding by reason of the fact that s/he (or person of whom s/he is the legal or personal representative or heir or legatee) is or was an Officer, a Director, an employee, or any other agent of the Organization, or of any other organization served by her/him in any capacity at the request of the Organization, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees. However, the foregoing shall not apply to:

 

•  Any breach of such person’s duty of loyalty to the Organization;

•  

• Any act of omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe her/his conduct was unlawful; or/and

 

•  Any transaction from which such person derived any improper personal benefit.

 

• The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.

 

• Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Organization (including an Officer, a Director, or an other agent of the Organization) against liabilities asserted against or incurred by the agent in such capacity as arising out o the agent’s status as such, whether or not the Organization would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provision of law.

 

Section 6. Fiscal Year

The fiscal year shall be the calendar year. The fiscal year for the Organization shall begin on January 1 and shall end on December 31.

 

Section 7. Bank Checks

Bank checks drawn on the Corporation’s accounts shall only be issued for expenses consistent with the Board-approved budget or otherwise specifically authorized by the Board. All bank checks shall be signed by the President and the Treasurer. However, the President and Treasurer may authorize, with the Board’s concurrence, other Officers, Directors, or/and the Shelter Manager to sign checks in lieu of the President or Treasurer. Two signatures shall always be required on all checks.

 

Section 8. Investment of Funds

The Organization shall have the right to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, provided that no action shall be taken by or on behalf of the Organization if such action is a prohibited transaction, or would result in the loss, or in any manner impair, the tax exempt status of the Organization.

 

ARTICLE XII: CONSTRUCTION AND TERMS

Section 1.

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Organization, then the provision of the Articles of Incorporation shall govern.

 

Section 2.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

 

Section 3.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation founding document of this Organization filed with The Secretary of Ohio and used to establish the legal existence of this Organization.