Article I. Name

The name of this organization shall be Grant County Friends of the Shelter.

Article II. Purpose and Powers, per the Articles of Incorporation

2.0 Purpose

The corporation is organized and operated exclusively for charitable purposes. The particular purpose of the organization, as stated in the Articles of Incorporation, is: to assist in the funding of services to animals housed at the Grant County Animal Shelter.

2.1 Powers and Limitations

No part of the earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II (A) of the Articles of Incorporation.

2.2 Excluded Activities

No substantial part of the activities of the organization shall be attempting to influence legislation or participating in any political campaign on behalf of any candidate for public office.

Article III. Statement of Goals

The goals of this organization are to:

• Improve the quality of life for animals in the shelter and/or in Grant County’s care,
• Encourage the adoption of shelter animals to responsible owners with suitable homes,
• Advance spay/neuter programs as a means of reducing the number of animals relegated to the shelter,
• Educate residents to be responsible, humane pet owners rather than routinely disposing of their pets at the shelter, and
• Oppose cruelty to shelter animals in all forms, before, during, and after their time in the shelter.

Furthermore, underlying all these goals is the ultimate goal of minimizing and eventually eliminating the need to euthanize Grant County animals just because they are homeless.

Article IV. Directors and Officers:  The Executive Committee

4.0 The Board of Directors

Per the Articles of Incorporation, a Board of Directors shall govern the business and affairs of the organization.  The five members of the initial Board of Directors shall serve until the first annual election of directors and until their successors are elected and qualify.  With the elections for the 2011-2012 year, the Board shall increase to consist of seven members.  A director may be removed from office by vote of five directors and concurrence by the Grant County Judge/Executive, with or without cause.

4.1 The Executive Committee

The Executive Committee, elected from the members of the Board of Directors, includes the following officers:  President, First Vice President, Secretary, and Treasurer.  This Executive Committee of the Board has the responsibility for the activities and business of the organization.  The action of committees and individual officers are subject to review by the Executive Committee.  A majority of the Executive Committee may authorize purchases without prior approval of the membership.  That authorization may be given in person, verbally during a telephone call, or in writing, either in paper form or by electronic mail.  The time and location of the Executive Committee meetings will be determined by the President.

4.2 The President

The President is the chief officer of the organization.  It is his/her responsibility to preside at both the general and Executive Committee meetings.  The President is the official spokesperson for dealings outside the organization.  The President coordinates the operation of the organization.  He/she further appoints committee members and chairpersons.  The President is an ex-officio member of every committee and attends committee meetings at his/her discretion.

4.3 The First Vice President

The First Vice President is the chief officer of the organization in the absence of the President.  He/she shall be responsible for assisting the President and oversees any special projects as designated by the President.

4.4 The Secretary

The Secretary is responsible for recording and keeping minutes of all meetings.  He/she will conduct correspondence on behalf of the organization.

4.5 The Treasurer

The Treasurer is responsible for all monetary transactions of the organization such as dues, purchases, expenditures, maintaining non-profit organization status, and other financial matters.  The Treasurer will also issue financial reports as requested, at a minimum quarterly, to the Executive Committee.  He/she will maintain a permanent ledger and will make organization books available for inspection as requested.  Checks or drafts drawn against the organization’s bank account(s) shall be signed by the Treasurer or, if he/she is unavailable, by the Assistant Treasurer or, if that person is unavailable, by a member of the Executive Committee authorized by the Treasurer.

4.6 The Assistant Treasurer

The Assistant Treasurer will assume all duties of the Treasurer, if that person is unavailable.

4.7 Elections

Elections will be held at the Annual Meeting.  The terms of office are one year from the date of installation.  In March, the President will appoint a Nominating Committee, subject to confirmation by the Executive Committee.  This committee will choose a slate of Directors and present their names at the Annual Meeting.  Nominations from the floor will be accepted at the Annual Meeting.  The election of Directors shall be by a majority vote of the members present at the Annual Meeting.

4.8 Requirements for Election as a Director

Candidates for Director must be members in good standing at the time of their election by the membership.  Candidates for Director must be a minimum of eighteen (18) years of age.  No person shall be eligible to serve as director who is receiving monetary compensation from the Grant County Friends of the Shelter or the Grant County Animal Shelter.

4.9 Conflict of Interest Policy

The Grant County Friends of the Shelter has adopted a Conflict of Interest Policy that is patterned after the model proposed by the Internal Revenue.  Service and is hereby incorporated in these bylaws.  A summary of the impact of the policy follows:  Conflict defined:  A conflict of interest may exist when the interests or activities of any director of the Grant County Friends of the Shelter (the Friends) may be seen as competing with the interests or activities of the Friends or when any director has the potential to derive financial or other material gain as a result of a direct or indirect relationship.  Disclosure required:  A possible conflict of interest shall be disclosed to the Board by the person concerned.  When there is doubt whether a conflict exists, the matter shall be resolved by a vote of the Board, excluding the person about whose situation the question has arisen.  Absence from vote:  When any conflict of interest is relevant to a matter requiring action the by the Board, the interested person shall call it to the attention of the Board and such person shall not vote on the matter.  The non-voting Board member may, however, be counted toward a quorum.  Minutes:  The minutes of the meeting shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote.”

4.10 Removal from Office

Any elected officer may be removed from office by a unanimous vote of the remaining members of the Executive Committee, subject to ratification by a majority of those members present at the next Annual Meeting.  The Executive Committee will then elect a successor to fill the vacant office.  This election is subject to confirmation by a majority vote of members present at the next Annual Meeting.  Appointed officials may be removed by a majority vote of the Executive Committee.  Such action shall not need ratification by the general membership.

Article V. Membership

5.0 Membership

Membership is open to anyone interested in furthering the purpose and goals of this organization.  Each new member, upon joining the organization and paying dues, shall receive a copy of the bylaws and any rules and regulations in effect, and, by joining, shall agree to abide by said bylaws and rules.

5.1 Dues

Dues are set by the Executive Committee, as defined herein, and changes may be recommended by a majority vote of that body.  Before a dues change takes effect, the recommendation of the Executive Committee must be ratified by a majority of the membership present at the Annual Meeting.  A member is considered “in good standing” when his/her annual dues are paid.  The amount of the dues for the following year are set by the Board and announced at the Annual Meeting.  Dues are due on the date of the Annual Meeting each year.  Any member not in good standing will be removed from the roster and will lose his/her voting privileges and any other organization-related privileges.

5.2 Removal from Membership

A member who, in the judgment of a majority of the Executive Committee, does not represent the best interests of the organization may be removed from the membership only if (a) the member is notified in writing of the intent to remove, and (b) the member shall be given the opportunity to respond, within 14 days, to the charges resulting in the action to terminate membership.

Article VI. Annual Meeting

6.0 The Annual Meeting

The Annual Meeting shall be held at 7:00 pm. on the last Wednesday in June at a location designated by the Board.  Its purpose shall be electing officers and conducting any other business that may arise.

6.1 The Executive Committee Meetings

The Executive Committee conducts the business of the organization.  Executive Committee decisions not covered in these bylaws are final unless overturned by a petition signed by 51% of the members. The Executive Committee shall meet, at least, once a quarter.  A majority of the Executive Committee must vote in agreement before a decision is valid.  Each member shall have one (1) vote. No proxy votes shall be allowed.  Any member may attend the Executive Committee meetings.  Robert’s Rules of Order, Revised, shall prevail for motions and order of procedure not covered in these bylaws.

Article VII. Committees

Ad Hoc Committees will be formed as needed by the President or Executive Committee.

Article VIII. Changes to Bylaws

The bylaws shall be adopted and amended by the Directors from time to time as deemed appropriate and needful.  Any member may propose changes to the bylaws by presenting a proposal to the Executive Committee.  The Board of Directors shall review the proposed changes and, if approved by that body, the proposed revisions to the bylaws will be presented at the next Annual Meeting.

Article IX. Indemnification

9.0 Indemnification of Officers and Board Members

The Corporation shall indemnify every person who is or was a Director, officer or employee of the Corporation, or who is serving at its request as a Director, officer, or employee of any other corporation, against reasonable expenses, including attorney’s fees and disbursements, judgments, decrees, fines, penalties and amounts paid in settlement in connection with any pending or threatened claim, action, suit or proceeding (civil, criminal, administrative or investigative) in which he or she may be involved or threatened to be involved, as a party or otherwise by reason of being or having been such Director, officer or employee, provided a determination is made in the manner provided in Article 9.1 that such person: (a) was not negligent or guilty of misconduct in the performance of his or her duty to the Corporation; (b) acted in good faith in what he or she reasonably believed to be the best interests of such corporation;  and (c) in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

9.1 Determination of Indemnification

The determination as to Article 9.1 may be made by an adjudication of a court of competent jurisdiction.  All determinations, except those made by a prior adjudication, shall be made by independent legal counsel as a written opinion. The determination of a claim, action, suit or proceeding by judgment, settlement, conviction or upon a plea of guilty or of noloe contender or its equivalent shall not of itself create a presumption that the Director, officer or employee was negligent or guilty of misconduct in the performance of his or her duty to the Corporation of which he or she is or was a Director, officer or employee; did not act in good faith in what he or she reasonably believed to be the best interests of such corporation; or, in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

9.2 Rights Not Exclusive

The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such Director, officer or employee now or hereafter may be entitled, shall continue as to a person who has ceased to be a Director, officer or employee, and shall inure to the benefit of such person’s heirs and legal representatives.

9.3 Insurance

The Corporation, by authorization of the Board of Directors, may purchase and maintain insurance on behalf of any person who is or was a Director, officer or employee of the Corporation, or who is serving at its request as a Director, officer or employee of any other corporation, against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under this Article.

9.4 Intent

Subject to the limitations provided in this article, it is the intention of this article to give the Directors, officers and employees the maximum indemnification permitted under the law of the State of Kentucky as it now exists or exists in the future.  If any provision or portion thereof of this Article shall be found, in any action, suit, or proceeding, to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected.

Article X. Dissolution

All assets remaining after dissolution of the organization shall be donated to an organization which focuses on animal welfare and operates under section 501(c)(3) of the IRS Code of 1954, with the request that the funds be used for the benefit of the animals at the Grant County Animal Shelter.

Article XI. Exclusive Application

These bylaws shall supersede and replace any previous governance documents or revisions thereof of the Friends of the Shelter, Inc.