CARROLL COUNTY HUMANE SOCIETY, INC.
BY-LAWS
Updated: November 13, 2000
ARTICLE I
NAME
The name of this organization shall be Carroll County Humane Society, Inc., a non-profit
organization.
ARTICLE II
PURPOSE
The Carroll County Humane Society exists for the purposes of
providing for and promoting the welfare, protection and
humane treatment of animals; to educate people in the humane
treatment of animals; to promote responsible care and
ownership of animals; to prevent cruelty to animals; and to receive
and manage money and property for these purposes.
ARTICLE III
MEMBERSHIP
Any person interested in the objectives and purposes for which this organization has been
incorporated, and wanting to support the organization's program may, upon approval of the
Membership Committee and payment of annual dues set by the Board of Directors for the fiscal
year June 1 through May 31, become a member.
Section 1.Payment of Dues
Annual dues are payable on June 1 of each consecutive year. Membership will cease if payment is
not received within 90 days of the due date.
Section 2.Privileges of Membership
The privilege of voting in the election of Board members and other matters of business that may
arise during a regular meeting, is granted to all paid members.
Section 3.Termination of Membership
The Board of Directors may terminate any membership for just cause at any time and shall have
full discretionary powers in doing so.
ARTICLE IV
MEETINGS
Section 1. Regular Meetings of Members
The schedule for general meetings shall be determined by the Board of Directors, at a place and
time to be fixed by the Board of Directors, and meetings shall be held at their discretion.
Section 2.Annual Meetings
The Annual Meeting of members of the corporation shall be held on the first Tuesday in June, or
on such other day in each year as determined by the Board of Directors, at a place and time set by
the Board of Directors.
Section 3. Special Meetings
Special meetings may be called by the President as the occasion arises. Notice of such meetings
shall be mailed or phoned to members in advance of the date of such meetings. Ten regular
members may call a special meeting with advance written notice to the President.
Section 4.Quorum
At any regular or special meeting, ten (10) members shall constitute a quorum for the transaction of business, but a lesser number shall have power to adjourn to a specified later date.
Section 5. Rules
Any question concerning parliamentary procedure at meetings of this organization shall be
addressed through reference to Robert's Rules of Order,revised.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number
The Board of Directors shall consist of no fewer than five (5) and no more than fifteen (15)
members.
Section 2. Term of Office
A Director shall hold office for a term of three (3) years and/or until a successor is elected.
Section 3.Manner of Election
The Directors shall be elected by a majority of votes cast by ballot at the Annual Meeting. Each
Director shall be elected on an individual basis as opposed to a slate of Director nominees being
presented.
Section 4.Requirement for Directors
Directors must be dues-paying members of the organization in good standing.
Section 5. Authority
The Board of Directors shall be responsible for the management of the affairs and property of the
organization in accordance with the Articles of Incorporation, these By-Laws, and the Statutes of
the State of Georgia. Further, they shall have power to fill vacancies on the Board or in offices
for the unexpired portion of any term; shall have authority to terminate any membership subject to
a Board hearing; shall appoint and have the power to remove all officers and employees; shall
prescribe their duties not inconsistent with the provision of these By-Laws; and generally shall
have full power to do, or require to be done, everything necessary or expedient for the promotion
of the Society's purpose.
Section 6.Election and Duties of President
The Board of Directors shall elect at the Annual Meeting a President whose duty it shall be to
preside at all Board meetings, as well as membership meetings, and any special meetings. The
board shall also elect a Recording Secretary, Vice-President, and Treasurer, and other officers as
may from time to time be deemed necessary.
Section 7.Removal of Directors
If any Director shall be absent without prior notice to the President for three (3) consecutive meetings, the Director shall be deemed to have resigned and the vacancy will be filled as set forth in the By-Laws.
Following two (2) unexcused absences, the President will send a written inquiry as to whether the
Director wishes to continue serving on the Board.
ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS
Section 1. Organization Meeting
A meeting of the Directors shall be held following the election of Directors at the Annual Meeting
each year. The agenda must include the election of officers for the following year.
Section 2Other Meetings
The Directors will hold at least four (4) general meetings annually and such other meetings as they
may determine.
Section 3.Special Meetings
The President or a majority of the Board of Directors may call special meetings as may be deemed
necessary.
Section 4.Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of any
business.
ARTICLE VII
OFFICERS
Section 1.Number and Titles
The Officers of the CCHS, Inc., shall be: President, Vice-President, Recording Secretary, and
Treasurer.
The latter two offices may be combined by the majority vote of the Board of Directors. The
Officers shall be elected by the Board of Directors at the Annual Meeting to serve for a period of
one (1) year beginning July 1 and thereafter until their successors are elected. Committee chairs
may or may not be officers.
Section 2.President
The President is the chief executive officer and the only official spokesperson of this organization.
The President shall preside at all membership meetings; shall, along with the Treasurer, have the
authority to sign such papers as may be required 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. The President shall deliver the Annual Report to the members at
each Annual Meeting; further, shall conduct the activities and affairs of the principles and policy
prescribed by the Board of Directors. The President can vote only to break a tie.
Section 3. Vice-President
The Vice President shall, in the absence or the incapacity of the President, perform the duties of
the President and act in his or her stead. In addition, the Vice President shall chair the Advisory
Board and perform such other duties as requested by the President.
Section 4.Recording Secretary
The Recording Secretary shall take and preserve minutes of all membership meetings, special
meetings, board meetings, as well as Annual Meetings. In addition, the Secretary will perform or
maintain all secretarial duties or records requested by the President and shall have custody of the
seal and all legal records or instruments, except as expressly instructed by the board.
Section 5.Treasurer
The Treasurer shall have custody of all funds and securities for the Society, shall dispense funds in
accordance with a budget approved by the Board, and shall pay all proper accounts or bills
submitted by the Society. The Treasurer shall be responsible for depositing in the name of the
organization in one or more national banks or incorporated trust companies approved by the
Board of Directors, all monies received, and generally shall perform such duties as pertain to the
same office in similar organizations. The Treasurer shall submit to the Board, and also to the
members of the Society at the Annual Meeting, and six months later at the December meeting, a
financial review report by the Financial Review Committee selected by the Board of Directors.
The Treasurer, along with the signature of the President or Vice President and the approval of
the Board of Directors, shall have the authority to sign such papers as may be required for 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. At the discretion or incapacity of the
Treasurer, the President or Vice President shall sign checks of the Society.
Within ten (10) days following the election of a new treasurer, the secretary shall, on behalf of the
Board of Directors, and in writing, notify the branch of the appropriate financial institution(s) of
the change of signatories. This letter shall include: reference to the date of the election/annual
meeting, the terms of the Treasurer and President, or Vice-President (signatories), account
numbers, and certificate of deposit numbers. Reference to this letter shall be included in the
minutes of the annual meeting. Within ten (10) days following the election of the Treasurer, he or
she shall, at the expense of the society, secure personal bonding for the protection of the Society's
assets. Also, within ten (10) days after the election, the incoming and outgoing signatories shall
meet at the branch(es) of the appropriate financial institution(s) for the transfer of authorized
signatures required on the checking account and safe deposit box.
Should the Treasurer and President be related by blood, marriage, business association, or
habitation, the Vice-President's signature shall, in lieu of the President's signature, be required to
sell securities or other assets, and in connection with the settlement of estates or trusts. Should
the Treasurer and Vice President be related by blood, marriage, business association, or
habitation, the President's signature must accompany the Treasurer's signature to transact the
aforementioned business. Should any aforementioned relationship exist among the Treasurer, the
President, and the Vice President, the Board of Directors shall determine the signatures necessary
to transact the business of the Society.
Section 6.Nominations from the Floor
The presiding officer at any election shall call for nominations from the floor.
ARTICLE VIII
COMMITTEES
Section 1.Number and Titles of Standing Committees
There shall be the following standing committees: Animal Welfare and Shelter Committee;
Finance Committee; Financial Review Committee; Membership Committee; Publicity Committee;
Education Committee; Nominating Committee; Planning Committee; and any other committees
deemed necessary.
Section 2.Selection
The President shall, as soon as possible after the Annual Meeting, select committee chairs who in
turn shall select committee members. The President shall not select the Finance or Audit
Committee chairs or members of those committees. These shall be selected by a vote of the
Board of Directors.
Section 3. Committees
A. Animal Welfare and Shelter Committee
The duties shall be to maintain a continuing survey of the needs of the community as regards animal welfare and present recommendations to the Board and/or membership on how such needs can be addressed by the organization. The Committee shall be aware of the needs of the animal shelter and may provide assistance as approved by the Board of Directors.
B. Finance Committee
The duties shall be to advise on financial problems and investments generally and perform such
further duties as the Board may from time to time prescribe. The Committee shall also have the
responsibility to see that adequate funds are available at all times to carry out the work of the
Society, and shall be responsible for setting up fund-raising activities. This committee, in
conjunction with the Treasurer, shall present a budget at the Annual Meeting.
C. Financial Review Committee
The duties of the Committee shall be to review the books twice annually.
D. Publicity Committee
The duties shall be to keep the public informed about this organization, its goals, projects, and
accomplishments.
E. Education Committee
The Education Committee shall compile information about animal welfare and present programs
and educational materials to the public at large and within the school system. The chair of this
committee will present to the Board any requests for purchase of educational materials.
F.Nominating Committee
The Nominating Committee shall consist of up to five (5) members. This committee shall, prior
to the annual membership meeting, submit to the President and Board of Directors lists of
nominees for board members.
G. Membership Committee
The duties of the Membership Committee shall be to promote new membership and to notify
members of their renewals and dues.
H. Planning Committee
The duties of the Planning Committee shall be short- and long-range planning and goal
development.
Other Committees
The President shall have the power to appoint such other committees as deemed desirable.
ARTICLE IX
ADVISORY BOARD
At their discretion, the Board of Directors may appoint from five to nine retired Board members
to serve on an Advisory board for a term of one year. The Vice-President shall serve as chair of
the Advisory Board. Advisory Board members shall have a voice, but not a vote, in the business
of the Society. Advisory Board members shall receive all mailings and notices that the Board of
directors receive, including meeting agendas. To retain a seat on the Advisory board, members
must attend fifty per cent of the meeting's of the Board of Directors and serve on at least one
committee. Advisory Board members shall notify the Vice President if unable to attend scheduled
meetings. After five (5) absences, the vice president shall send written inquiry as to whether the
Advisory board member wishes to retain a seat on the Advisory Board. After seven (7) absences,
the seat will be deemed vacated and the vacancy may be filled.
ARTICLE X
AMENDMENTS TO BY-LAWS
Section 1. Board of Directors
These By-Laws may be altered, amended, or repealed, and new by-laws may be adopted by a
resolution approved by a majority of the Board of Directors present at any general or special
meeting. Such action shall be noted in the written record, which shall be provided to members
upon request.
ARTICLE XI
FISCAL YEAR
The fiscal year shall run from June 1 through May 31.
Approved
January 19, 1999