Constitution & Bylaws
POWERS AND PURPOSES
Section 1: The name of the organization shall be THE CRITTER SHACK HUMANE SOCIETY OF MENARD, INCORPORTATED.
Section 2: Mission Statement: To advocate for the humane treatment of animals and stray animal control, facilitate a spay and neuter program, prevent abandonment of animals, and provide public education in animal care, behavior and humane treatment of animals.
Section 1: Any interested person may become a member of this organization upon application for membership, attendance at three meetings, and majority vote approval.
Section 2: The Directors of the Critter Shack shall be entitled to vote upon all questions submitted to the membership, as follows:
A. Votes shall be cast in the name of the individual.
B. All decisions shall be by majority vote.
Section 3: All Directors of this organization shall be nominated by the membership and elected by the current Board of Directors.
Section 1: The President is the Chief Executive Officer of the Critter Shack and he/she shall preside at the meetings of Directors and Membership. The President shall perform such other duties as are incident to the office.
Section 2: The Vice-President shall perform the duties of the President in the absence of the President. Any action taken by a Vice-President will be conclusive evidence of the absence of the President at the time such action was taken. He/She shall work with the President on such affairs of the organization as membership, finances, public relations, and projects.
Section 3: The Secretary-Treasurer shall render a monthly statement of the financial condition of the organization with full and accurate account of all monies received and paid out of accounts of the Critter Shack. He/She shall enter regularly in the books of the Critter Shack, to be kept by such person for that purpose, and supervise the disbursement of funds in accordance with the budget of the Corporation, or as may be ordered by the Board of Directors.
Section 4: The Secretary-Treasurer shall be in charge of the Administrative work of the Critter Shack. He/She shall be presented with a copy of the Constitution and Bylaws, and duties of the Secretary, and shall operate at all times within these guidelines. He/She shall receive money for the organization and disburse funds as required for normal office operating expenses. He/She shall have custody of all the funds, securities, and official records of the Critter Shack. He/She shall keep an accurate record of the meetings of the Critter Shack. He/She shall conduct the Board-approved correspondence and perform such other Board-approved duties as the Directors may prescribe. At the expiration of his/her term of office, he/she shall deliver to the Directors, all books, papers and property of the Critter Shack in his/her possession.
Section 5: The Board of Directors may, however, in the event it is deemed to the best interests of the Critter Shack, authorize checks written for the payment of outstanding indebtedness to be signed and issued by the Secretary without the jointer of any other officer. This authority may apply, however, only to those checks or drafts issued in payment of approved indebtedness or disbursements.
ELECTION OF OFFICERS
Section 1: At the first regular meeting in October of each year, membership shall nominate candidates to fill the five (5) positions on the Board of Directors for the ensuing year. In election of officers, the Board of Directors shall, insofar as is consistent and deemed to be to the advantage of the organization, give preference to such as have shown a disposition to render assistance in the work of the organization.
Section 2: The Board of Directors shall elect from the nominations for each of the five (5) officer positions during the regular meeting of the Board of Directors each February.
Section 3: The Board of Directors shall hold its regular meetings on the third Wednesday of January and July of each year prior to the regular meeting time. Regular meetings of the membership of the Critter Shack will occur on the third Wednesday of each month, or as decided by the Board of Directors.
Section 4: Absent Directors shall receive a copy by mail of the minutes from each meeting.
Section 5: The Board of Directors shall have the power to fill any vacancy that may occur in its Board; such vacancy to be filled from the membership. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 6: Whenever any notice by mail is required to be given under provisions of these bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a Post Office Box in a postpaid wrapper addressed to the person entitled thereto at such person’s Post Office address as it appears on the books of the Critter Shack, and such notice shall be deemed to have been given on the day of such mailing. The purpose of any regular or special meeting of the Board of Directors need not be specified in the notice of such meeting, unless required by the Board of Directors.
Section 7: Special meetings of the Board of Directors may be called by order of the President, or upon the request of three (3) members of the Board of Directors. Due notice shall be sent to each Director, setting forth the purpose or purposes of such meetings. No business shall be transacted at a Special Meeting other than that embraced in the call.
Section 8: Directors shall no receive any salary or compensation for their services except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder, with proper Board approval.
Section 1: The President of the Critter Shack shall, from time to time, create such committees as may be necessary to foster and promote the goals of the Critter Shack as stated in the Mission Statement, and shall appoint the membership thereof as follows:
A. The President shall be an ex-officio member of all committees.
B. No limit is placed on the number of members who shall compose any Committee, and all members will be given an opportunity to have a voice in the various activities of the organization through committee participation.
Section 1: No member of this organization shall contract for, or incur any debt, or enter into any agreement, disburse funds, or otherwise obligate this organization unless same shall be ordered and approved by the Board of Directors. Any commitment made on immediate basis, will, if rejected by the Board, be the responsibility of the person incurring such indebtedness.
Section 1: The proceedings of the Critter Shack meetings shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules in all cases to where they are applicable and in which they are not inconsistent with these bylaws.
Section 2: The principal office of the Critter Shack shall be as determined by resolution of the Board of Directors; provided, however, that the principal office of the Critter Shack shall be located in the City of Menard.
Section 3: The fiscal year of the Critter Shack shall be from April 1 to March 31 each year, or as determined by resolution of the Board of Directors.
Section 4: Any Director of Officer may resign at any time; provided, however, that any such resignation shall be made in writing and shall not take effect until the successor to such Director or Officer shall have been elected, appointed, and so qualified.
Section 5: The Critter Shack shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors. All such books, record, and minutes shall be available for inspection by any Director or Officer or a duly authorized representative thereof.
Section 6: Upon dissolution of the Critter Shack, title of all funds and property owned by the Critter Shack at that time, after all debts are paid, shall be disbursed to one or more organizations whose mission is similar to that of Critter Shack, and which is a non-profit organization under Section 501(c)3 of the Internal Revenue Service.
Section 1: The Bylaws may be amended or altered by two-thirds (2/3) majority vote of the Directors present at any regular meeting of the Board of Directors, when called for that purpose, provided that written notice of the proposed amendment has been mailed to the last known address of each member at least ten (10) days prior to the date of such meeting.
Section 2: These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposed set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstances shall not be affected thereby.