GEORGIA HOUSE RABBIT SOCIETY BYLAWS

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ARTICLE I - NAME

The name of the Organization shall be the “Georgia House Rabbit Society” abbreviated “GHRS” and referred to in this document as “GHRS” or “Organization”).  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 Georgia House Rabbit Society is to rescue and rehabilitate abandoned rabbits, find them permanent homes, assist humane societies, and to educate the public on rabbits, their care, and our purpose.

 

ARTICLE III - ORGANIZATIONAL STRUCTURE

The Organization has agreed to the national House Rabbit Society’s (“HRS”) rules, regulations, and philosophy and standards of care.  The Organization will also follow the rules and regulations of the Georgia Department of Agriculture and to maintain a valid license for the operation of the center.

 

The Organization is governed by a Board of Directors (also “Board” or “BOD” in general or "Director" for an individual).

To comply with HRS rules, the Board will include one or more Chapter Managers (each a “CM” or “Chapter Manager” and collectively, the “CMs” or “Chapter Managers”) that is licensed by the National HRS licensing Board.

The Board shall be responsible for hiring, job description, and oversight of an Executive Director (“ED”). (See Article VII, Section 1, below)

 

The Board will elect Directors of the Board and appoint Committee Chairs.

 

ARTICLE IV - BOARD OF DIRECTORS

Section 1:        Role of the Board of Directors.  The Board is responsible for overall policy and direction of the Organization.  The Board shall have a minimum of five (5) elected Directors and a maximum of twelve (12) elected Directors exclusive of the Chapter Managers who are appointed to the Board because of their position as Chapter Manager (See Article IV, Section 3, below).  The Directors receive no compensation for their service on the Board either in goods or in kind.  Directors and those appointed by the Board of Directors are solely responsible for communications on behalf of the Organization, including distribution of all electronic records to non-Board members

 

Section 2:        Fiduciary responsibility.  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 Manager(s).  Licensed Chapter Manager(s) and Licensed Chapter Manager(s) in-Training (“CMIT”) will serve on the Board and in the case of multiple co-managers or CMITs, each will have a single vote. For the purpose of the Bylaws, a Chapter Manager and the CMIT shall also be considered a Director, unless otherwise indicated.  The role of the Chapter Manager(s) on the Board is to:

• Ensure the health, safety and well-being of all rabbits in the care of GHRS, including all foster and sanctuary homes;

• That all the rules, regulations, philosophy, and standards of care of the national HRS are followed;

• That rules and regulations of the Georgia Department of Agriculture are followed;

• Responsible for setting policy and recommendations concerning Animal Controls, Humane Societies, hoarding and confiscation situations in the state of Georgia;

• 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. The Board will approve the Policies and Procedures.

 

Section 4:        Meeting Frequency and Content.  The Board shall meet a minimum of two (2) times a year at an agreed upon time and place.

 

Section 5:        Board Membership Voting.  Once established, the Board shall vote to approve new nominations to the Board via simple majority.

 

Section 6:        Nomination Committee.  A nominating committee comprised of the Chapter Manager(s), current Chairman and most recent past Chairman (if they are a member in good standing) 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 shall follow the guidelines set forth in Article V, Section 1.

 

Section 7:        Terms of Service.  Each elected member of the Board shall be expected to serve a two (2)-year term and no more than three (3) consecutive two-year terms.  No more than one-half (1/2)  of existing the Board may be elected at one time.  Because Chapter Managers are appointed, not elected, Chapter Manages are not subject to the limitation of service contained in this Article IV, Section 7.  The Board may elect to have a person serve as Chairman or as Treasurer for more than three (3) consecutive two (2) year terms; however, once a person has served three (3) consecutive two (2) year terms, the entire Board must approve each subsequent term by a vote of more than fifty percent (50%) of the entire Board of Directors at a meeting of the Board.  The extension of a Chairman or a Treasurer beyond three (3) consecutive two (2) year terms may not be approved by email or written resolution.

 

Section 8:        Quorum Votes.  A simple majority of Directors must be represented either in person, on the telephone, video conference, or via email 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.  In the case of a tie, the Chairman of the Board will cast an additional deciding vote.

 

Section 9:        Notification of Board Meetings.  Each Director or others requested to attend Board meetings, must be sent written notice (mail or e-mail) no less than ten (10) days in advance of any official Board meeting and no more than twenty-one (21) days in advance of any official Board meeting.  Directors are expected to make every effort to attend all Board meetings for which they are given proper notice.

 

Section 10:      Board Meeting Attendance.  The Executive Director, Shelter Manager, Resident Manager, Committee Chairs, and other selected by the Board may be invited to attend all Board meetings.  However, only Directors 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 Directors.  Directors having two (2) unexcused absences from Board meetings in any one (1) year period of time are removed from the Board effective the date of their second unexcused absence (excused absences determined by the Board Chairman).  A Director may be removed for other reasons by a vote of more than seventy-five Percent (75%) of the remaining Directors, including but not limited to: Behavior not in keeping with the rules and regulations of the national chapter of HRS, behavior in opposition to the Organization and its Bylaws, negligence or misconduct, abuse or harassment of any member or animal in the care of the Organization.

 

Section 13:      Interim Appointments.  Should a Director resign, become incapacitated or otherwise be unable to serve, the remaining Board may appoint an interim representative via a simple majority 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 Organization’s shelter operations and management.

 

Section 14:      Board Span of Authority.  The Board shall be empowered to make any and all regulations, rules, policies, agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the organization.  This includes the approval of Chapter Manager organizational policies.

 

Section 15:      Conflict of Interest.  Each Director 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 Director 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; Directors may briefly state his or her position on the matter and may answer pertinent questions from other Directors if the knowledge may be of assistance to the Board in rendering a vote.

 

Section 17:    Resignation or Removal of Chapter Manager. In the event that no Chapter Managers remain on the Board due to resignation or removal, the Board will make every reasonable effort to find a suitable replacement.  The outgoing Chapter Manager(s) will work with the Board and the National HRS to ensure that if they resign, that a replacement will be available.  If the CM is unable, unwilling or in conflict with the Board about performing their duties, the Board can remove the CM with a vote of more than seventy-five percent (75%) of the Board Directors and work to find a replacement that will meet HRS requirements.

 

ARTICLE V - OFFICERS

Section 1:        Officers of the Board.  There shall be four (4) Officers of the Board consisting of a Chairman (“Chair” or “Board Chair”), Vice Chairman (“Vice Chair”), Treasurer, and Secretary.  The Board shall elect these Officers.  The person serving in the position of Chairman must have served on the Board for a minimum of two (2) years of the previous five (5) years to be considered a Viable Candidate for the position. If no Viable Candidates exist or have interest in the position, the Board may waive this requirement with a majority vote.  Officers are responsible for ensuring, in cases of a normal transition or transition due to end of term, for education and any outstanding action items to ensure a smooth transition to the incoming Officer for the purpose of effective continued operation of the Board. 

 

Section 2:        Election and Terms of Office.  The Officers of the Organization shall be elected annually by the Board of Directors for a term of one (1) year (term starting January 1), 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 provided herein. Officers may serve additional and consecutive terms.

 

Section 3:        Chairman of the Board.  The Chairman of the Board (“Chairman” or “Chair”) is responsible for the Board's strategic planning and ensuring that the mission and goals of the Organization are implemented.  The Chair shall work as a continual advocate for the Organization.  The Chair shall attempt to perform all additional duties assigned to them by the Board of Directors.  The chair shall work with other Directors to solicit topics for discussion and will set meeting agendas and preside at all meetings of the Board of Directors.

 

Section 4:        Vice Chair.  In the absence of the Chair, or in the event of the Chair’s death, removal, 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 5:        Secretary.  The Secretary shall keep accurate records of all Board Meetings including Board voting and approvals; 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 may be made available to the General Membership prior the next Board Meeting.  Minutes may be made available in printed form or by posting on the Organization’s website or electronically by e-mail to the membership.

 

Section 6:        Treasurer.  The Treasurer is responsible for the fiscal management of the Organization to ensure the Chapter’s continued operation.  The Treasurer is responsible for working with the Finance Committee and ultimately overseeing that the budget approved by the Board is being followed.  They are responsible for reporting the Organization’s financials to the Board no less than at each quarterly board meeting.  The Treasurer is responsible for communicating with the Organization 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 7:        Signature of Authority.  The Chair, Vice Chair, Chapter Manager, Executive Director, or others thereunto authorized by the Board of Directors for a specific purpose, may sign 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 Organization, or shall be required by law to be otherwise signed or executed.

 

Section 8:        Compensation.  Directors of the Organization 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 preapproved by the Board.

 

Section 9:        Donations.  Officers of the Board or the Executive Director are solely able to accept contributions over one thousand and 00/100 Dollars ($1,000.00) or from a corporation from the public or private sector.  Board approval will be obtained for donations that contain stipulations or obligations from the Organization.

           

ARTICLE VI - 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 the Executive Director, staff and other Directors, 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, Directors, and the public upon a reasonable 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 timely report of previous activity since the last Board Meeting and future projects at each scheduled 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.  Committees may not take final action on any matters requiring Board approval

 

ARTICLE VII - EXECUTIVE DIRECTOR, MANAGERS AND STAFF

A complete job description for the positions below can be found in the operations manual.  Positions may include, but may not be limited to the descriptions below.

 

Section 1:        The Executive Director.

The Executive Director implements the strategic goals and objectives of the Organization as set by the Board.  The Executive Director is accountable to the Board and will provide a detailed report to the Board of the Operations of the Organization at all meetings. The Executive Director will be expected to follow the ED job description and all Policy and Procedures (as detailed in the operations manual) as specified by the Board and the Chapter Manager(s) in the operations of the Organization.  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’s duties and responsibilities include:

• To enact and follow all the policies, procedures and recommendations of the BOD and the CM;

• Report to the BOD/CM on a determined timely basis;

• Hiring and maintaining managers, staff and volunteers with oversight by the BOD. All salaries and compensation will be approved by the BOD;

• Following the budget as approved by the BOD;

• Supervising the day-to-day operations of the shelter and care of all rabbits in GHRS care;

• Hiring and supervising the Shelter Manager, Resident Manager, Store/Boarding Manager, staff and volunteers;

• Overseeing program effectiveness; serving as an advocate and building strong relationships with donors for the organization; and,

• Developing new programs and responses to the community as appropriate.

 

Section 2:        Shelter Operations Manager.  The Shelter Operations Manager (“Shelter Manager”) will follow the signed job description.  The position is responsible for the day-to-day care of boarded rabbits and foster rabbits at the shelter, including intake, adoptions, medical care, and is responsible for training and managing volunteers assisting in the care. The Shelter Manager reports to the ED on the day-to-day operations of the shelter and is subject to the supervision and guidance of the CM(s) who is responsible for upholding the care and needs of all rabbits in the care of GHRS.  In the case of any conflict with the documented policies or care of the rabbits between the Shelter Operations Manager, the Executive Director, and the Chapter Manager, the BOD is to meet and mediate immediately (no less than 24 hours if an emergency.) 

 

Section 3:        Resident Manager.  The Resident Manager will follow the signed job description given.  The position is responsible for the day-to-day operations of the facilities and providing grooming and boarding services upon appointment.  The Resident Manager is also responsible for the care of boarder rabbits and foster rabbits after the shelter’s regular posted hours.  This resident caretaker to be onsite to ensure the safety and security of the animals and property

 

Section 4:        Store Manager.  The Store Manager is responsible for the operations of the store and any items for sale within the store or at special events to the general public.  They are also responsible for the taking inventory and replenishing stock as needed. In the absence of a Store Manager the ED, Shelter and/or Resident Manager will assume this role.

 

ARTICLE VIII - ASSETS

Section 1:        Dedication of Assets.  The property of the Organization 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 the Organization, 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 decided upon by a majority vote of the Board, 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.

 

Section 3:        Loans and Debt.  No loans or other debt in excess of Two Thousand and 00/100 Dollars ($2,000.00) may be committed by any Board member or other role listed in these bylaws without a majority vote of approval by the Board.

 

ARTICLE IX - AMENDMENTS

Section 1:        Amendment of Bylaws.  These Bylaws may be altered, amended or repealed and new bylaws may be adopted by more than seventy-five percent (75%) of the entire Board of Directors at any regular meeting or special meeting, provided that at least ten (10) calendar days written notice is given to the Board 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.

 

Section 2:       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, or Federal, State or local laws.

 

Section 3:        Retention of Records: All meeting minutes, documentation and accounting records must be retained for a minimum of seven (7) years.  The destruction of documentation older than seven (7) years will require vote by the Board at the end of the fiscal year. Reasons for the temporary hold on the destruction of any prior years documentation may include if there is any legal action pending.  Items to be given special consideration include: (1) IRS forms for the application and maintenance of non-profit status will be retained permanently; (2) Any contracts, lease agreements, etc. will be maintained for three (3) years following the termination of the contract or agreement; (3) Insurance policies, records, claims, etc. will be retained permanently; (4) Any external audits, audit reports (e.g., IRS audit) will be retained permanently, and (5) Any leases or deeds to property will be retained permanently or until transfer of title.

 

Section 4:        Logo Use.  Use of the Organization logo, and other printed material is expressly prohibited without the prior written approval of the Board.