NORTH GEORGIA HOUSE RABBIT SOCIETY BYLAWS
Amended 05/16/2010 and Updated 08/03/2010
ARTICLE I – NAME
The name of the organization shall be the North Georgia House Rabbit Society. (NGHRS). The organization shall be recognized by the Internal Revenue Service as an organization exempt from federal income taxation under Section 501(c)3 of the Internal Revenue Code of 1986.
ARTICLE II – PURPOSE
The mission of the North Georgia House Rabbit Society is to rescue abandoned rabbits, find permanent homes for them, and assist humane societies and to educate the public through publications on rabbit care, phone consultations and classes.
ARTICLE lll- ORGANIZATION
The Chapter Managers (CM) have agreed to the safe running of the shelter and the care and humane treatment of the rabbits as outlined by the rules and regulations of the national chapter of the House Rabbit Society, and in a financially sound manner. They are expected also to follow the rules and regulations of the Georgia Department of Agriculture and to maintain a valid license for the operation of the center.
The Board of Directors (Board) is formed to support the Chapter Managers in the operation, organization and fiscal duties of the NGHRS.
ARTICLE IV – GENERAL MEMBERSHIP
Section 1: Membership in the North Georgia House Rabbit Society shall be open to individuals and families who share an interest in house rabbits or wish to volunteer in the rescue, care and adoption of abandoned house rabbits.
Section 2: A member in good standing is one whose dues are paid and who has agreed to uphold the bylaws of the North Georgia House Rabbit Society. Member dues shall be collected annually.
Section 3: All members are requested to attend general meetings and serve on any volunteer committee.
Section 4: On all matters coming before the membership as specified by the Board, each member shall be entitled to one vote.
ARTICLE V – MEETINGS OF MEMBERSHIP
Section 1: There shall be a minimum of one (1) general meeting per calendar year. The date of the regular general meeting shall be set by the Board of Directors, who shall also set the time and place. All meetings should follow Robert’s Rules of Order.
Section 2: Special general meetings may be called by the Chair, the majority of Chapter Manager(s), or a simple majority of the Board of Directors.
Section 3: Notice of each meeting shall be given to each voting member at least 10 days prior to the meeting, via post cards to the membership through the administrative committee, or e-mails, or newsletter and/or Web site.
ARTICLE Vl – BOARD OF DIRECTORS
Section 1: The Board is responsible for overall policy and direction of the NGHRS, and serves to assist the Chapter Managers in the day-to-day operations of the NGHRS. The Board shall have a minimum of five Directors. The Board receives no compensation for their service on the Board either in goods or in kind.
Section 2: The Board must comprise members with a diverse set of talents, experience and competencies that will best fulfill the mission and needs of the organization. The Board and its Directors are understood to act as fiduciaries with regard to the organization, and their duties include, but are not limited to the fiduciary duty of care and the organizational duty of loyalty.
Section 3: Chapter Managers. Licensed Chapter Manager(s) will serve on the Board and in the case of multiple co-managers will each have a single vote in all matters brought before the Board.
Section 4: Meeting Frequency and Content. The Board shall meet at least quarterly, at an agreed upon time and place. One such Board meeting, no less than annually, should be open to the general membership, included but not limited to, for the purpose of elections of selected Board positions as stated by these Bylaws.
Section 5: General Membership Voting. During the general meeting, the membership shall vote to approve nominations to the Board via simple majority. Members in good standing who are unable to attend the meeting may vote in written format as specified in the meeting notification by the date of the general meeting.
Section 6: Nomination Committee. A nominating committee comprised of the Chapter Manager(s), current Chairman and most recent past Chairman shall be responsible for finding qualified candidates for the Board. In addition, a request of nominations may be made to the general membership. Nominees for position of Chairman must have served as Board Member or Chapter Manager for a period of two years of the last five years, prior to becoming eligible for the position.
Section 7: Terms of Service. Each member of the Board shall be expected to serve a two-year term. Board Members are allowed to run up to three consecutive terms. Board Members will be elected in alternating terms, so that no more than one half of the Board changes at one time.
Section 8: Quorum Votes. A simple majority of voting Board members must be present for a quorum to be able to vote on any Board matters. A simple majority vote is required for the passage of items put for a vote before the Board, unless otherwise noted in these Bylaws.
Section 9: Notification of Board Meetings. Each Board Member or others requested to attend Board meetings, must be sent written notice (mail or e-mail) ten (10) days in advance of any official Board meeting. Board Members are expected to attend all Board meetings which are given proper notice.
Section 10: Board Meeting Attendance and Non-Voting Members. The Shelter Manager, House Manager, Committee Chairs, Executive Director and other selected by the Board will be expected to attend all Board meetings. However, only Board Members are able to vote on issues coming before the Board.
Section 11: Resignations. Any member of the Board may resign at any time by giving written notice to the Board. Resignations will be deemed effective either upon the date directed in the member’s resignation letter or effective immediately on the receipt of the letter if no date is specified.
Section 12: Removal of Board Members. Board Members having three unexcused absences from Board meetings in one year will be removed from the Board effective the date of their third unexcused absence. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members, including but not limited to : Behavior not in keeping with the rules and regulations of the national chapter of HRS, behavior in opposition of these NGHRS bylaws, gross negligence or misconduct, abuse or harassment of any member or animal fostered by NGHRS.
Section 13: Interim Appointments. Should a Board Member resign, become incapacitated or otherwise be unable to serve, the remaining Board may appoint an interim representative for the unexpired portion of the term for that position, or until the next scheduled election. The Board may elect to call a special election. The Board shall act in haste to fill all vacant Board positions, in time for the next scheduled Board meeting, in order to ensure a seamless continuity in the NGHRS shelter operations and management.
Section 15: Conflict of Interest. Each Board Member shall disclose to the Board of Directors any duality of interest or possible conflict of interest whenever the duality or conflict pertains to any matter being considered by the Board or in the operations of the organization.
Section 16: Abstaining From Voting. Any Board Member having duality of interest or conflict of interest on any matter shall abstain from voting on the matter and shall not be counted in determining a quorum for the vote on the matter. In addition, he or she shall not use his or her personal influence on the matter; Board Members may briefly state his or her position on the matter and may answer pertinent questions from other Board Members if the knowledge may be of great assistance.
ARTICLE VII -OFFICERS
Section 1: Officers of the Board. There shall be four Officers of the Board consisting of a Chair, Vice Chair, Treasurer, and Secretary. The General Membership shall elect these Officers. The position of Chairman must have served on the board for a minimum of two years of the previous five years.
Section 2: Election and Terms of Office. The Officers of the NGHRS shall be elected annually by the Members at the Members Annual meeting. Each Officer shall hold office from the close of the annual meeting for a term of one year, or until a qualified successor is elected upon expiration of the term of that Officer, or until that Officer’s death, or until that Officer shall resign or shall have been removed in the manner hereinafter provided.
Section 3: Chairman of the Board. The Chairman of the Board (also referred to as Chair) is responsible for all of the Board’s strategic planning, and ensuring that the mission and goals of the organization are implemented. The Chair works as a continual advocate for the NGHRS. The Chair shall in general perform all additional duties assigned to them by the Board of Directors. The chair shall work with other Board Members to solicit topics for discussion and will set meeting’s agenda, and preside at all meetings of the Board of Directors.
Section 4: Signature of Authority. The Chair may sign, with the Executive Director or any other proper officer of the NGHRS thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the NGHRS, or shall be required by law to be otherwise signed or executed.
Section 5: Vice Chair. In the absence of the Chair, or in the event of the Chair’s death, removal, or inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting shall have all of the powers of and be subject to all of the restrictions of the Chair. The Vice Chair shall perform such duties as from time to time, may be assigned by the Board of Directors or the Chair.
Section 6: Secretary. The Secretary shall keep accurate records of all Board Meetings; ensure that all notices of meetings, events and minutes of meetings are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Secretary and such other duties as may be assigned by the Board. Such minutes should be made available to the General Membership prior the next Board Meeting. This can be made available in written form or by posting on web site or electronically by e-mail to the entire membership.
Section 7: Treasurer. The Treasurer is responsible for the fiscal management of the NGHRS to ensure the Chapters continued operation. The Treasure is responsible for working with the Finance Committee and ultimately overseeing that the budget approved by the Board is being followed. The Treasurer is responsible for communicating with the NGHRS accountant and in reviewing reports. The Treasurer is also responsible for working with the Board in creating an annual budget for approval by the last Board meeting each fiscal year. In addition, the Treasurer shall oversee the Finance committee.
Section 8: Compensation. Board members of NGHRS shall not receive compensation for their positions on the Board, but may receive reasonable compensation for other personal services rendered which are necessary to carry out the exempt purposes of the organization, provided all such compensation is pre-approved by the Board.
ARTICLE VIlI – COMMITTEES
Section 1: Committee Formation. The Board shall have the right to create committees as needed through simple majority vote, including any Ad Hoc committee as necessary in order to address special short term issues. The Board shall appoint or remove all committee Chairs through simple majority vote.
Section 2: Finance Committee. The Treasurer is Chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, annual budget with staff and other Board members and compliance with all Federal and State financial laws and regulations. The Board must approve the budget no later than the start of the new fiscal year. Any major change in the budget must be brought before the Board via a “change request” and approved by the board through a simple majority vote. The fiscal year shall be the calendar year.
Reporting. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending projections.
Open Records. The financial records of the Board are public information and shall be made available to the General Membership, Board Members and the public upon request in a timely manner or as may be specified by Federal, State or local laws.
Section 3: Committee Reporting. Each Committee Chair will be expected to provide a report of previous activity since the last Board Meeting and future projects at each Board meeting. If the committee Chair is unable to attend the Board meeting a written report should be provided to be read at the meeting.
ARTICLE IX – MANAGER AND STAFF
A complete job description for the positions below can be found in the operations manual. Positions include, but may not be limited to the descriptions in these bylaws.
Section 1: The Executive Director (ED) will be responsible for the day to day operations of the shelter; supervising staff and volunteers; overseeing program effectiveness; serving as an advocate for NGHRS; and developing new programs and responses to the community as appropriate. The Executive Director should implement the strategic goals and objectives of NGHRS as set by the Board. The Executive Director is accountable and will provide a report to the Board of the operations of the NGHRS at all meetings.
The Executive Director will be expected to follow the Policy and Procedures (as detailed in the operations manual) as specified by the Chapter Managers in the operations of the NGHRS. The ED is a hired position. It is the responsibility of the Board to hire and maintain this position. Salary and benefits will be determined by the Board and approved in the Budget.
The Executive Director is responsible for the operations of the Shelter and all of its programs. The Executive Director is responsible for managing the Shelter Manager, House Manager and day to day operations of the Shelter. In the absence of an Executive Director the Chapter Managers will assume this role.
Section 2: Shelter Operations Manager. The Shelter Operations Manager is responsible for the day to day care of foster rabbits at the shelter and is responsible for training and managing volunteers assisting in the care.
Section 3: House Manager. The House Manager is responsible for the day-to-day operations of the facilities and providing grooming and boarding services. The House Manager is also responsible for the care of fosters after the shelter’s regular posted hours. A complete job description can be found in the operations manual.
Section 4: Store Manager
Section 5: Policies and Procedures. The Chapter Managers will oversee the creation, modification and maintenance of procedures and policies for the care of the foster rabbits, and adoption of foster rabbits and education programs.
ARTICLE X- ASSETS
Section 1: Dedication of Assets. The property of this organization (NGHRS) including but not limited to, land ,shelter facilities, supplies, finances, etc. is irrevocably dedicated to charitable purposes and no part of the net income or assets of this foundation shall ever benefit any Director, Officer or Members of the Board thereof or to the benefit of any private individual.
Section 2: Distribution of Assets. Upon the dissolution of NGHRS, its assets remaining after payment or provision for payment, of all debts and liabilities of the organization shall be distributed to a nonprofit fund, foundation, or foundation which is organized and operated exclusively for the care and fostering of house rabbits, the charitable purposes of which its tax exempt status under Section 501(c) (3) of the Internal Revenue Service code of 1954, or corresponding provisions of subsequent federal tax laws.
ARTICLE XI- AMENDMENTS
Section 1: Amendment of Bylaws. These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a three-fourths majority of the entire Board of Directors at any regular meeting or special meeting, provided that at least 10 days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting and examples of the amended Bylaws are provided at the time of written notice.
Conflicts. In the case where the National Chapter HRS rules or regulations or where Federal, State or local laws conflict with these Bylaws, the law shall prevail, and the Bylaws will be amended at the next Board meeting to comply with the National Chapter rules, Federal, State or local laws.
Section 2: Retention of Records: All meeting minutes, documentation and accounting records must be retained for a minimum of seven years in order to comply with legal regulations.
Section 3: Logo Use. Use of the NGHRS logo, and other printed material is expressly prohibited without the prior written approval of the Board.