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ARTICLE I. Name and objectives; nonprofit status.
Section 1. Constitution and By Laws . The name of the organization shall be the
MINNESOTA RESPONSIBLE ANIMAL OWNERS ALLIANCE.
Section 2 . Objectives. The
objectives of the Alliance are to further and protect the interests
and rights of responsible animal owners and their representative
organizations by:
A. Monitoring state and local legislation concerning animals and
animal owners;
B . disseminating information concerning legislation and other
matters that may affect the welfare of animals or the interests and
rights of responsible animal owners.
C . proposing and promoting reasonable state and local legislation
concerning animals, animal ownership and the responsible, humane
care or animals.
D. providing a communication network for the exchange of ideas
concerning matters of common interest and coordinating action in
support of common objectives and;
E . engaging in appropriate activities to challenge oppressive laws
affecting the care, ownership and enjoyment of animals.
Section 3. The Alliance shall not be conducted or operated for profit. No part
of the
assets or net earnings from dues or donations to the Alliance shall inure to the
benefit of any member or individual.
ARTICLE II. Membership
Section I. Eligibility There shall be two types of Membership:
Type 1. Individual Member. Any individual who supports the objectives of the
Alliance may apply to be an individual member.
Type 2. Organization Member. Any association or organization including for-profit
entities, that supports the objectives of the Alliance may apply to be an
Organization Member.
Section 2. Dues. Membership dues in an amount to be determined annually by the
Board of
Directors, shall be payable on or before December 31 for the following Calendar
year. By November 1, the Treasurer shall send each member a statement of dues
for the coming year.
Section 3. Application for Membership.
Each applicant for membership shall apply to the
Membership Chair by submitting an application form approved by the Board of
Directors. Each application form shall be accompanied by dues for the current year
Section 4. Election to Membership.
Each application for membership will be presented to the Board within four weeks of
its receipt. Applicants must be elected by a majority vote of the Board. Upon election
to membership, the applicant will receive from the Membership Chair a notice of
acceptance. Applicants for membership who have been rejected may not reapply
within six months following such rejection.
Section 5. Termination of Membership. Membership may be terminated:
A. By resignation. Any member in good standing may resign by giving written notice
to the Membership Chair.
B. By lapsing. A membership will be considered lapsed and automatically
terminated if the member’s dues remain unpaid 60 days after the first day of the
calendar year.
C . By expulsion. A membership may be terminated by expulsion as provided in
Article IX of these Constitution and By Laws.
ARTICLE III. Board of Directors.
Section 1. Membership. The Board of Directors shall be comprised of seven (7)
Directors elected pursuant to Article VII.
Section 2. Eligibility. Any individual member who is a member in good standing
is eligible
to be elected as a director.
Section 3. Term of Office. For the Board of Directors elected in 2007, and for
this Board
only , four directors shall serve through March of 2008 and three shall serve
through March of 2009. Thereafter, all directors shall be elected for two year
terms, four in even -numbered years and three in odd-numbered years. No
director may serve for more than three consecutive two-year terms.
Section 4. Vacancies. Any vacancy occurring on the Board of Directors shall be
filled for the unexpired term of office by a majority vote of all the remaining
members of the Board at a special Board meeting called for such purpose. The
Board of Directors shall have the authority to declare vacant the office of any
director who is absent without due cause for more than two successive Board
meetings.
Section 5. Duties. The management of the Minnesota Responsible Animal Owners
Alliance shall be entrusted to the Board of Directors.
ARTICLE IV. Officers
Section 1. Officers. The Officers of The Alliance shall be the President, Vice
President, Recording Secretary, Corresponding Secretary, and Treasurer.
Section 2. Eligibility. Any member of the Board of Directors of The Alliance is
eligible
to be elected as an officer.
Section 3. Election. Officers shall be elected from among the Directors at the
first
meeting of the Board following the annual meeting, and shall serve until their
replacements are elected.
Section 4. Term of Office. All officers shall be elected for one year terms. No
person
may hold any one office for more than four consecutive one year terms.
Section 5. Vacancies. Any vacancy occurring in an office shall be filled for the
unexpired term of office by a majority vote of all members of the Board.
Section 6. Duties and Powers.
A. The President shall preside at all meetings of the Alliance and of the Board
and shall have the duties and powers normally appurtenant to the office of
President, in addition to any duties particularly specified in the By Laws of the
Alliance. The President together with the Recording Secretary, at the direction
of the Board shall execute any contract on behalf of the Alliance.
B. The Vice President shall have the duties and exercise the powers of the
President in case of the President’s death, absence or incapacity.
C. The Recording Secretary shall keep a record of all meetings of the Alliance
and of the Board and all other matters of which a record shall be ordered. by
the Board. The Recording Secretary shall file with appropriate agencies all
reports, statements and other documents required by law, and shall keep
records of the same. The Recording secretary shall also perform all
necessary duties under Article VII below in connection with annual elections.
D. The Corresponding Secretary shall have charge of correspondence, shall
notify members of meetings, shall notify officers and directors of their election
to office, shall keep a roll of the members of the Alliance and shall carry out
such other duties as are prescribed by the By Laws.
E. The Treasurer shall collect and receive all monies due and belonging to the
Alliance, including membership dues. The Treasurer shall deposit such
monies in a bank designated by the Board in the name of the Alliance. The
Treasurer’s books shall at all times be open to inspection by the Board and
the Treasurer will report to the Board at every meeting the condition of the
finances of the Alliance. At the annual meeting, the Treasurer shall render a
written account of all monies received and expended during the previous
fiscal year. The Treasurer or the President shall sign all checks on behalf
of the Alliance.
Section 7. Compensation. The officers and Directors of the Alliance shall serve
without pay, except that expenses incurred by them in the pursuit of their
duties may be compensated when an accounting of such expenses,
including bills and receipts, is submitted to and approved by the Treasurer.
Expenses exceeding $200 must be approved by the Treasurer and President.
ARTICLE V. Committees.
Section 1. Financial Review Committee: By November 15, the President shall
appoint a Financial Review Committee of three persons, two of whom are
individual members, and one of whom is a member of the Board of Directors
but not the Treasurer, to examine the records of the Treasurer for the previous
fiscal year, and shall report its findings by January 1.
Section 2. Other Committees. The President or a majority of the board may appoint
standing committees to advance the work of the Alliance. Such committees shall
always be subject to the final authority of the Board of Directors. Special committees
may also be appointed by the President or a majority of the Board to assist with
particular projects.
Section 3. Termination. Any committee or appointment may be terminated by a majority
vote of the Board with written notice to the appointee.
ARTICLE VI. Meetings and Voting
Section 1. Annual Meeting. The annual meeting of the Alliance shall be held during
the
month of March. The Board of Directors shall designate the time and place of such
meeting so as to ensure that annual meetings are held at various locations
throughout the State of Minnesota on a rotating basis. Written notice of the annual
meeting shall be mailed by the Corresponding Secretary at least fifteen (15) days
prior to the date of the meeting.
Section 2. General Meetings. In addition to the annual meeting, general meetings
of the
Alliance may be held within the State of Minnesota. at times and places designated
by the Board of Directors. Written notice of meetings shall be mailed by the
Corresponding Secretary at least fifteen (15 ) days prior to the date of the meeting.
Section 3. Special Meetings. Special meetings of the alliance may be called by
the
President or by a majority vote of the members of the Board who are present and
voting at any regular or special meeting of the Board.
Section 4. Board Meetings. Board of Directors meetings shall be convened at such
time
and place as may be designated by the President of majority vote of the Board.
Notice of such meeting shall be sent by the Corresponding Secretary at least
ten (10) days prior to the date of the meeting. The Quorum for such a meeting shall
be a majority of the Board.
Section 5. Special Board Meetings. Special meetings of the Board may be called
by the
President or by the Corresponding Secretary upon receipt of a written request from
at least four (4) members of the Board. Such special meetings of the Board may
be conducted by assembly of the Board, by mail, e-mail, or by telephone. If the
meeting is to be by assembly, notice shall be mailed or telephoned by the
Corresponding Secretary at least three (3) days prior to the date of such a meeting.
Any such notice shall state the purpose of the meeting. The quorum for such a
meeting shall be a majority of the Board. A majority of the board may authorize the
President to conduct emergency meetings without notice. Such meetings may be
conducted by telephone or e-mail.
ARTICLE VII. Alliance Year and Election of Board of Directors.
Section 1. Fiscal and Official Years. The Alliance's fiscal year and official
year shall begin
on January 1 and end on December 31.
Section 2. Board Nominations.
A. No person may be a candidate for election who has not been nominated. Prior
to
October 1 of each year, the President with the approval of the Board, shall appoint
a nominating committee consisting of two Individual members in good standing
and two members of the Board of Directors. The Corresponding Secretary shall
immediately notify the Committee members of their selection. The Board shall
name a chairperson of the Nominating committee and it shall be the duty of the
Chair to call a committee meeting. The Nominating Committee may conduct
its business in person, by mail, e-mail or telephone.
B. The Nominating Committee shall nominate from among the eligible Individual
Members in good standing and incumbent Board Members, one candidate for
each vacancy on the Board. The Committee shall obtain the written acceptance
of each nominee. The Committee shall submit its slate of candidates to the
Recording Secretary no later than January 1.
C. Additional nominations of eligible persons may be made by written petition
to the
Recording Secretary and such petition must be received at the Alliance’s regular
address on or before February 1. Such petition must be signed by two individual
members other than the nominee and accompanied by the written acceptance
of each such nominee. Any supporting member or club may nominate a
candidate for the Board.
D. Nominations cannot be made in any manner other than as provided above.
Section 3. Elections. Upon receipt of the Nominating Committee’s report
and any timely
petition nominations, the Recording Secretary shall prepare an official ballot listing
all the candidates for the Board in alphabetical order, and such ballot shall be
mailed to each Board member on or before March 1. At the annual meeting, the
President shall appoint three (3) tellers from among the members in good standing
to tabulate the ballots. The four (4) or three (3) nominated candidates who receive
the greatest number of votes shall be declared elected. They shall take office
immediately upon the conclusion of the annual meeting. Each retiring director shall
turn over to their successor all properties and records pertaining to that position at
the meeting or within 15 days after the election.
ARTICLE VIII. Discipline.
Section 1. Charges. Any member may prefer charges against any other member for
alleged misconduct prejudicial to the best interests of the Alliance. Use of the
name “Minnesota Responsible Animal Owners Alliance” to further the personal
gain of any member shall be considered prejudicial to the best interests of the
Alliance. If the accused is a member of the Board of Directors, he or she shall
abstain from any participation as a director in any proceedings involving such
charges. Written charges with specifications shall be filed in duplicate with the
Recording Secretary, together with a deposit of $100 which shall be forfeited if the
charges are not sustained. The Recording Secretary shall immediately notify the
Board which shall meet and fix a date of a Board Hearing not less than three weeks
nor more than six weeks thereafter. The Recording Secretary shall promptly send
one copy of the charges to the accused by registered mail together with a notice of
the time and place of the hearing, and an assurance that the accused may personally
appear and may bring witnesses.
Section 2. Board Hearing. The Board shall decide whether counsel may attend the
hearing,
but the complainant and the accused must be treated uniformly in this regard.
Should the charges be sustained, after hearing all the evidence and testimony
presented by the complainant and the accused, the Board may, by a majority vote
of those present, suspend the accused from all privileges of the Alliance for not more
than six months from the date of the hearing. If the Board deems that suspension is
not sufficient punishment it may by majority vote expel the accused from
membership. Immediately after the Board has reached a decision, the Recording
Secretary shall notify the complainant and the accused of the Boards decision and
penalty if any.
ARTICLE IX. Amendments. Amendments to the By Laws of the Alliance may be proposed
by the President, or by any Individual member in good standing. Amendment
proposals shall be submitted in writing to the President. The President is charged
with submitting the proposals to the board within 30 days of receipt. The Board shall
hold Executive Session to discuss such proposals. A two-thirds (2/3) majority vote of
the Board is required to change or amend these By Laws.
ARTICLE X. Dissolution. The Alliance may be dissolved at any time by the written
consent
of not less than three fourths (3/4) of the Board of Directors. In the event of
Dissolution of the Alliance, whether voluntary or by the process of law, all monies
shall be given to a charitable organization(s) for the benefit of animals, selected
by the Board of Directors.
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