Article I: Organization

Section 1: Name
The name of this organization shall be “The Wood County Humane Society, Inc.” (referred to as “the Organization”).

Section 2: Registered Office
801 Van Camp Road, Bowling Green, Ohio, 43402

Section 3: Type of Corporation
A nonprofit corporation under Ohio Revised Code Chapter 1702 and tax-exempt under Section 501(c)(3) of the IRS Code.

Section 4: Purpose
To promote humane principles, enforce cruelty prevention laws (especially concerning animals), and cooperate with similar agencies, as specified in ORC 1717.02.05.

Section 5: Limitations of Methods

• (a) Non-partisan, non-sectarian. No political endorsements.

• (b) Member actions must be Board-approved to represent the Organization.

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Article II: Membership

Section 1–2:
Open to individuals, households, associations, corporations, or estates. Voting rights apply to dues-paying members aged 18+. Membership is acquired through qualifying contributions.

Section 3:
The Board may reject applicants for good cause; rejected applicants may reapply.

Section 4–6:
Voting rules:

• One vote per person or estate.

• Households/organizations may vote with up to two representatives.

• Must be a member 30+ days before the fiscal year starts to vote at the Annual Meeting.

• Businesses may change representatives via written notice.

Section 7–8:

• Members may be expelled by a ¾ Board vote following due process.

• Expelled/resigned members lose all interest in the Organization's property.

Section 9–10:

• Animal adopters may receive a free one-year entry-level membership.

• Members convicted of animal cruelty/neglect will have their membership suspended and may only be reinstated upon exoneration.

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Article III: Board of Directors

Section 1–2:

• Governs the Organization.

• 7 to 15 elected members; terms last two years.

Section 3:

• Directors may serve four consecutive two-year terms before requiring a one-year break.

• Terms are staggered to ensure continuity.

Section 4:

• No more than 49% of Board members may be “interested persons” (employees or their relatives).

Section 5–6:

• Must uphold Duties of Care, Loyalty, and Obedience.

• Vacancies are filled by Board vote.

Section 7–8:

• No compensation, except for pre-approved expenses.

• Board members must sign confidentiality and morals agreements.

Section 9:

• Conflict of Interest policies include disclosure and abstention from voting on related matters.

Section 10–13:

• Leaves of absence allowed (up to 3 months).

• Directors can be removed for misconduct or violations.

• Resignations must be submitted in writing.

• Employees, terminated employees, or relatives of current employees cannot serve on the Board.

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Article IV: Meetings

Section 1–2:

• Monthly Board meetings are required.

• Notice of additional meetings must be provided 5 days in advance.

Section 3–4:

• Annual Meeting held within 30 days of fiscal year-end.

• Special Meetings may be called by various authorized parties with 21-day notice.

Section 5–7:

• Executive Sessions may be held.

• Written consent may substitute a physical meeting.

• Virtual attendance counts.

• Three unexcused absences = automatic resignation.

Section 8–10:

• Governed by Bylaws and Robert’s Rules of Order.

• A majority constitutes a quorum.

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Article V: Officers and Duties

Section 1:
Officers: President, Vice President, Secretary, Treasurer (may include Associate Treasurer if needed).

Section 2: President Duties
Chief executive officer overseeing meetings, shelter operations, evaluations, contracts, and committee representation.

Section 3: Vice President Duties
Supports the President, maintains records, serves as Parliamentarian, manages compliance, and oversees insurance.

Section 4: Secretary Duties
Maintains records, manages correspondence, distributes notices, and archives documents.

Section 5: Treasurer Duties
Handles finances, disbursements, investments, and ensures bonding and financial reporting.

Section 6–7:

• Past officers may be appointed ex-officio mentors.

• Officers may be removed by Board vote.

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Article VI: Executive Committee

Section 1–2:
Composed of the four officers. Handles urgent business between Board meetings.

Article VII: Committees

Section 1–2:
Standing committees include:

• Membership & Contributions

• Fundraising

• Public Relations

• Shelter & Personnel Policy

• Budget & Finance

• Buildings & Grounds

• Volunteer

• Spay/Neuter

• Nominating

• Education/Outreach

All committee chairs must be Board members.

Section 3:
All Directors must actively participate on at least one committee.

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Article VIII: Nominations & Elections

Section 1–2:

• A Nominating Committee (≥3 members) prepares a slate at least 60 days before the Annual Meeting.

• Floor nominations allowed with 24-hour advance notice.

Section 3–6:

• Members receive 21-day election notice.

• Voting must be in-person by secret ballot.

• Tellers (non-candidates) supervise the election.

Article IX: Amendments

Bylaws may be amended by a ⅔ vote at a regular or special meeting with 21-day notice.

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Article X: Dissolution

If dissolved, WCHS’s remaining assets must be donated to a like-minded animal welfare organization.

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Article XI: Miscellaneous

Section 1–2:

• Shelter staff hired with Board oversight.

• Shelter Manager reports to the President and Board.

Section 3–4:

• Records must be retained and made available for inspection.

• Confidential info must be protected.

Section 5:

• Officers, Directors, and agents may be indemnified unless misconduct is proven.

Section 6–8:

• Fiscal year: January 1 – December 31.

• Bank checks require two authorized signatures.

• Funds may only be invested in Board-approved vehicles.

Article XII: Construction and Terms

• Articles of Incorporation override Bylaws in case of conflict.

• Invalid provisions do not invalidate the rest.

• "Articles" refer to the founding documents filed with the Secretary of State.

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