HUMANE SOCIETY OF NORTHEAST IOWA
Adopted November 2014, Revised January 2016 & June 2016, February 2018
ARTICLE I – NAME
The name of this organization shall be the Humane Society of Northeast Iowa, Inc., a nonprofit corporation. The organization shall be abbreviated as HSNEI.
ARTICLE II – PURPOSES AND POLICY
HSNEI is a nonprofit organization dedicated to improving the quality of life in Northeast Iowa (Allamakee, Clayton, Fayette, Howard, and Winneshiek Counties) by rescuing, caring for, and finding adoptive homes for unwanted pets; reducing the overpopulation of companion animals by spaying and neutering; fostering respect for life; encouraging volunteerism; and educating the community about responsible pet guardianship.
ARTICLE III- NONPROFIT AND TAX EXEMPT STATUS
The corporation is organized as a nonprofit corporation under the Iowa Nonprofit Corporation Act and as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended.
The principal office of the corporation shall be located in Winneshiek County at the address designated in the most recent annual report filed with the Iowa Secretary of State.
ARTICLE V – BOARD OF DIRECTORS
HSNEI shall be governed by a Board of Directors—see attached structure. All positions are appointed for three-year terms, after the initial formation of the Board with staggered terms. The Board of Directors shall have complete power to manage the business of HSNEI, to raise funds in any manner consistent with the mission of HSNEI, and to perform all other necessary functions. All changes in HSNEI policies or procedures, or actions that impact budget shall be brought to the Board for discussion and a vote, with a simple majority required to pass.
ARTICLE VI – BOARD OF DIRECTORS MEETINGS
Board of Directors and general meetings shall be held at such times and places determined by the Board.
ARTICLE VII – BINDING DOCUMENT
The Constitution and Bylaws of the Humane Society of Northeast Iowa shall be binding. Any action inconsistent therewith shall be null and void.
ARTICLE VIII – DISSOLUTION
In the event of dissolution of HSNEI, all assets remaining after meeting outstanding liabilities shall be assigned to another suitable nonprofit organization organized and operated exclusively for the purposes specified in Section 501 (c)(3) or the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law).
ARTICLE IX - AMENDMENTS
Amendments to this constitution may be proposed either by the Board of Directors or by a petition of ten percent of the members in good standing. Adoption of the amendments shall require a two-thirds vote of the Board of Directors voting, either in person or by absentee ballot, provided that notice of the meeting and the content of the amendments shall have been announced to the Directors at least seven days prior to the time at which the vote will be taken.
HUMANE SOCIETY OF NORTHEAST IOWA
ARTICLE I - BOARD OF DIRECTORS
The concerns, direction, and management of the affairs of HSNEI shall be vested in the Board of Directors. No one may act on behalf of HSNEI without permission of the Board.
Section 1. Regular Board Members are eligible for election to positions as officers of HSNEI. No person employed by or receiving remuneration for services from another humane society shall be an officer.
Section 2. The President, Vice President, Secretary and representatives to the Board of Directors shall be elected at regular Board meetings by the members and shall serve for a term of three years. Terms are renewable if an officer is voted in using regular process. A simple majority of all Board Members is required to elect the Board President.
Section 3. The Board of Directors shall consist of no more than 13 members as defined in the HSNEI constitution. Regular members of the Board shall be elected at a board meeting. The terms of Board Members shall be staggered so that no more than one third of the Board shall stand for election in any one year. A simple majority is required to elect a Board member. New Board Members shall be nominated by members of the Board or self-nominated prior to the meeting at which voting takes place.
Section 4. In case any officer or Board Member shall by death, resignation, incapacity to act, otherwise cease to be an officer or Board Member during his or her term, his or her successor shall be elected by the Board at the next regular meeting. At such meeting the Members shall elect an officer to fill the unexpired term of the officer. If the unexpired term of the officer, whose vacancy is to be filled, expired at such meeting, an officer shall be elected for a full term by the membership.
Section 5. A member of the Board may be removed without cause by vote of two-thirds of the Directors.
Section 6. At any meeting of HSNEI, those members present in person shall have authority to transact all business that may come before the meeting. Decisions shall be by majority vote of a quorum. Urgent issues can be voted on by email or telephone.
Section 7. Any question concerning parliamentary procedure at meetings shall be determined by reference to Robert’s Rules of Order.
ARTICLE 2: MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular meetings of the Board of Directors shall be at least 6 times per year, typically monthly or every other month, determined by the majority of the Directors. If there is no business, the Board need not meet; however, the Board of Directors shall meet at least quarterly for the transaction of business. All meetings and minutes of the Board of Directors shall be closed to facilitate regular conduction of business. The President will send an agenda to members of the Board at least three days prior to meeting.
Section 2. Special meetings of the Board of Directors may be called by the President, Vice President or by the Secretary when requested in writing by any three Board Members with seven days notice.
Section 3. One more than half of the elected members of the Board of Directors shall constitute a quorum. A quorum must be present to conduct business.
Section 4. If any member of the Board of Directors shall be absent from three consecutive regular meetings, without being excused from attendance by the Board, he/she shall be deemed to have resigned from office and the vacancy shall be filled as specified in Article I, Section 4 of the Bylaws.
Section 5. Except as otherwise prescribed in these bylaws, decisions at any meeting of the Board of Directors shall be by majority vote of a quorum. Each Director shall have one vote. Voting by proxy is permitted in writing to the President prior to the meeting at which the voting takes place. The Board may conduct voting by email when necessary. Email votes must be returned within 72 hours. Proof of receipt of email with no vote within 72 hours will be registered as abstaining from the vote.
Section 6. The Board of Directors may provide for such committees as the Board deems desirable and may delegate to such committees such duties and powers from time to time as it shall deem necessary or desirable.
Section 7. Directors and members of committees shall be classified as volunteers and will not be paid for services rendered to the Board.
ARTICLE III: OFFICERS
Section 1. Number and Titles
The officers of this organization shall be a President, Vice President and a Secretary. Each shall be elected by and from the Board of Directors at the annual meeting to serve for a period of three (3) years. Officer positions are renewable each three years if elected by a majority of the Board. An officer may resign at any time by written notice to the Board of Directors. The resignation is effective on the date specified in the notice and when the Board of Directors accepts the resignation.
Section 2. President
The President shall be the chief executive officer of this organization. He or she shall preside at all meetings, set meeting agendas, appoint committee coordinators, and sign all agreements and contracts approved by the Board of Directors. In addition, the President signs employment contracts and reviews the Adoption Center staff with the Personnel Committee. The Board approves hiring recommendations from the Personnel Committee for the Adoption Center staff.
Section 3. Vice President
The Vice-President shall in the absence or disability of the President perform the duties of the President and act in his or her stead. The Vice-President chairs the Personnel Committee of the Board. The Personnel Committee is composed of the Board President and/or Vice President and one to three additional appointed Board members. This committee oversees the hiring and training of Adoption Center staff, drafts employee contracts, trouble shoots employee relations and assists the Center staff as needed to maintain licensing.
Section 4. Secretary
The Secretary shall give due notice of the time and place of all meetings, take and preserve the record of the proceedings and perform any other such duties assigned by the Board. The Secretary shall maintain Board attendance records, keep all official paperwork, send thank you notes for gifts to HSNEI, receive and report all correspondence to the Board, and answer all correspondence, unless otherwise directed by the Board. The Secretary shall keep as permanent records minutes of the meeting of the Board of Directors, all official paperwork, and a record of all actions taken and policies adopted by the Directors.
ARTICLE IV: BOARD POSITIONS
Section 1. PR/Community Affairs Committee Coordinator
The PR/Community Affairs Committee Chair is responsible for overseeing a committee that communicates HSNEI’s mission to the public, as well as increasing relations with the community. These duties include publishing a monthly HSNEI newsletter, maintaining and updating the HSNEI.org website, and consistently posting on the HSNEI Facebook, Instagram, Snapchat and Twitter accounts. In addition the committee is responsible for overseeing a volunteer training program and intern program, developing community education on issues such as spay/neuter, chaining, etc., shelter and events publicity, and developing a speaker’s list for community events. The PR/Community Affairs Coordinator will work closely with the staff.
Section 2. Fundraising Committee Coordinator or Co-Coordinators
The Fundraising Committee Coordinator chairs the committee and works with the committee at the January annual meeting to set a calendar of events for the year. The coordinator oversees HSNEI events, while individual members of the Fundraising committee will chair specific events. The Fundraising Committee is charged with raising funds to support the mission of HSNEI. In addition, this committee is charged with seeking out and pursuing grants, donor relations, endowment growth, membership program, and communicating with Budget and Finance Committee on needs.
Section 3. Budget and Finance Committee
The Budget and Finance Committee Chair, with assistance by the Treasurer, shall have charge and custody of the financial records of the organization and shall be responsible for depositing in its name, all money received and generally shall perform such duties as pertains to the same office in similar organizations, including preparing tax documents, maintaining operations and shelter accounts, and preparing an annual report. In addition this committee is charged with developing and maintaining an HSNEI and Adoption Center operating budget, maintaining books that are IRS compliant, and communicating budget needs to Fundraising Committee.
The Treasurer together with the President has 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 books and accounts of the organization shall be made available on written request of any Board member.
Section 4: Community Leaders
Seven community leaders representing HSNEI’s five counties shall serve as Board members and attend meetings of HSNEI, serve on a Board committee, and support the mission of the organization.
ARTICLE V- MEMBERSHIP
Anyone who pays dues and supports the mission of HSNEI may become a member of HSNEI. Membership fees are posted annually in the HSNEI newsletter and at www.HSNEI.org.
Section 1. Payment of Dues
One becomes a member of HSNEI upon payment of dues as established by the Board of Directors. Memberships are by calendar year with dues paid by January 30 each year. If such dues are not paid within 30 days of due date, such membership shall cease.
Section 2. Termination of membership
The Board of Directors may terminate any membership if the reasons for joining or the member’s conduct are not in accordance with the mission of HSNEI.
Section 3. Transfer of membership
Membership in HSNEI is not transferable or assignable.
ARTICLE VI - AMENDMENT OF BYLAWS
These bylaws may be repealed, altered, or amended by a majority vote of the Board of Directors at any Board meeting of this organization called for that purpose. Any amendment to the bylaws should first be submitted to the Board of Directors in writing at least three days prior to the meeting of the Board at which it will come to a vote.