Approved July 28, 1998-Amended January 13, 1999, January 12, 2000, January 9, 2003 and January 12, 2005, January 14, 2006, January 10, 2007
BY-LAWS
Of The
BLUE MOUNTAIN HUMANE ASSOCIATION
MISSION STATEMENT:
The Blue Mountain Humane Association is a nonprofit group with the goals of educating
our community about the ethical treatment of animals and the successful operation of
the Louise McNeely Animal Shelter. Our success will help ensure that people and
animals can coexist in safety and within the law.
PROCESS:
This mission is supported by an education campaign, the operation of the Louise M. McNeely Animal Shelter, and the support of animal control officials.
The education programs are designed to teach people responsible pet ownership and the importance of pet sterilization,
The Louise M. McNeely Animal Shelter provides means for ensuring, unwanted and abused domestic pets find a safe and loving home. The Shelter acts as a temporary home as well as a mechanism for finding permanent homes for pets.
As part of responsible pet ownership and support of Union County Animal Control, BMHA vigorously supports the county licensing of dogs and the inoculation of cats and dogs against rabies. Cases of abuse, homelessness, and cruelty to wildlife and domestic farm animals will be referred to the appropriate State, Federal and/or Local authorities. The BMHA also supports Union County Animal Control in the enforcement of all written and common humane laws.
ARTICLE I-MEMBERSHIP
SECTION 1:
Any person in sympathy with the objectives of this Association, especially eliminating cruelty to all animals and promoting the education of children and the general public in regard to humane practices, animal welfare, and responsible pet ownerships, shall be admitted to membership.
SECTION 2:
All members of the Blue Mountain Humane Association will receive a copy of the newsletter and will have voting rights at the annual meeting for the election of Board members, election of officers of the Board and any changes to the bylaws. Each member is entitled to one vote. These rights and responsibilities are in exchange for membership fees and/or volunteer requirements set by the Board of Directors.
SECTION 3:
Membership will run for one full year from the date of the payment of the membership fee or qualifying volunteering experience.
SECTION 4:
Membership in the Association may be denied or terminated for any action by a member or prospective member who is detrimental to the best interest of the Association. Denial or termination of membership shall require the unanimous affirmative vote of the Board of Directors. In the event such action is contemplated, the Board of Directors shall notify, in writing. the member or prospective member to be reason(s) for the proposed action, and of the time and place of the meeting of the Board of Directors at which such denial or termination is to be considered, not later than fifteen (15) days prior thereto. At
such a meeting, the member or prospective member shall be entitled to respond to the stated reason(s) and be heard in his/her own defense.
ARTICLE II – MEETINGS OF THE BLUE MOUNTAIN HUMANE ASSOCIATION MEMBERSHIP
SECTION I:
The annual meeting oftbe Blue Mountain Humane Association shall be held in Union County, Oregon in January of each year at such place and time as designated in a public notice of the meeting.
SECTION 2:
Special meetings of the membership may be called by the President, a majority of the Board of Directors, or by written request to the Secretary by twenty (20) organization members in good standing. Notice of the meeting shall be posted at the Shelter and announced through local news media and/or mailed to all members at least fifteen (15) days prior to the meeting.
SECTION 3:
Annual reports of officers and committee chairpersons may be presented at annual meeting. Further reports may be presented by officers and comm.fttee chairpersons at any special meeting.
SECTION 4:
A majority of those members present shall constitute a quorum at any meeting of the membership of the Association.
ARTICLE III-BOARD OF DIRECTORS
SECTION 1:
The corporate powers, property management, disposition of assets or liabilities, and business of the Association shall be exercised, controlled, and conducted by a Board of Directors of not less than five (5) or more than fifteen (15) Board members who elect to serve in that position. One of the Board members may be one of the local veterinarians.
SECTION 2:
Each member of the Board may serve a total of six (6) years. The first Board of Directors shall be elected for varying terms in order to keep continuity on the Board. Two members shall be elected to serve three (3) year terms; two members shall be elected to serve two (2) year terms; and two members shall be elected to serve one (1) year term, After the first election all Board members shall be elected for three (3) year terms, except the Veterinarian who may serve a limited term. A member who has served for six years may return to the Board after a one (1)year absence. The terms of Board members may be adjusted if necessary to ensure that all Board members do not leave the Board at the same time.
SECTION 3:
If the office of any Board member becomes vacant during the year, for any reason, a quorum of the Board shall elect a successor who shall hold office as a member of the Board for the unexpired term, and/or until his or her successor is elected and qualified.
Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members present.
Any Board member may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class mail of the termination and the reasons for the termination, and an opportunity for the Director to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
ARTICLE IV: MEETINGS OF THE BOARD OF DIRECTORS
SECTION I:
A regular meeting of the Board shall be held at least six (6) times a year, or by the action of the Board, and each Board member shall be so notified.
SECTION 2:
Special meetings of the Board of Directors may be held whenever called by the President or by three (3) members of the Board, at such time and place as shall be designated in the notice thereof. Notice of such a meeting shall be given personally or mailed to each Board member at least three (3) days prior to the meeting.
SECTION 3:
A quorum must be present at regular or special Board meetings for tbe Board to conduct business. If the Board has five (5) members a quorum shall be three (3) members. If the Board has more than five (5) members a quorum shall be four (4) members.
SECTION 4:
Any officer may be removed from office by voluntary resignation, death or by unanimous vote of the entire Board of Directors. The officer being targeted for removal must receive written notice of the action. The written notice must state the cause for said action.
ARTICLE V – ELECTED OFFICERS
SECTION I:
Elected members of the Board of Directors of the Association shall be nominated by the nominating committee and voted on at the annual membership meeting. If, however, a vacancy occurs during the year, the Board of Directors shall elect, by majority vote of a quorum, a successor to fill the vacancy for the remainder of the year.
SECTION 2:
The term for officers, President, Vice-President, Secretary and Treasurer, shall be for one year. They may be elected to serve additional terms, The President, Vice-President and Secretary should not serve more than three (3) consecutive terms.
SECTION 3:
The officers of the Association and their respective duties shall be as follows:
A. President: The President shall preside at all meetings and enforce the by-laws, rules and
regulations of the Association and be responsible for the proper decorum at all meetings. The President shall appoint and discharge all committees and committee chairpersons, such appointments and discharges being subject to the majority approval of the Board of Directors. The President shall have the right to make or second motions, and may cast only the deciding vote in the event of a tie.
B. Vice-President: The Vice-President shall attend all meetings of the Board of Directors, and shall perform the duties and assume responsibilities of the President in the President’s absence. In the event of a vacancy of the President, the Vice-President shall choose a nominating committee who shall nominate Board Members who will be willing to serve the remaining unexpired term. The successor will be elected by a majority vote of a quorum of the Board of Directors. (See Section I of Article VI).
C. Secretary: The Secretary shall attend all meetings and shall be responsible for the recording of all tallied votes, motions and minutes of all proceedings, and shall maintain a file of the recordings to be stored in a designated place and shall have the duty of confirming the signature of the President on all official documents on behalf of the Association.
D. Treasurer. The Treasurer shall maintain cognizance of all Association funds and securities; and shall oversee the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Association.
E. At times the Board may find it necessary to elect or assign additional officers to help with Board business.
SECTION 4:
An executive committee may be authorized by the Board of Directors to help the President set the agenda for meetings and handle small emergencies that may occur. This committee will include but not be limited to the President, Vice-President, Secretary and Treasurer.
ARTICLE VI- ELECTIONS
SECTION I:
NOMINATIONS: The President of the Board of Directors shall appoint three (3) Board members who will make up the Nominating Committee. The President or Vice President, at the discretion of the President, shall chair this committee. The nominating committee shall prepare a slate of candidates to fill all vacancies on the Board (officers as well as Board Members), including a brief biographical summary of each candidate; and shall present this to the Board at the November meeting. Any Member of the Association may present a nomination to the nominating committee prior to the November meeting. All such nominations must include a biographical summary of the nominated candidate. The Board will review the report and make final selection of the nominees by majority vote of a quorum.
SECTION 2:
Elections will take place at the annual medtiruz of the membership in January. The nominating committee will present the slate of nominees for approval. No nominations shall be accepted from the floor of the meeting.
ARTICLE VII – OPERATlONAL PROCEDURES
SECTION 1:
The President shall appoint all standing and ad hoc committees to fulfill the goals of the Association. The Chairpersons of each committee must be a member of the Association and shall be in charge of organization and planning and shall present recommendations to the Board for approval.
SECTION 2:
No committee. committee member, or Chairperson shall have the authority to state a position or issue reports to the public regarding the Association and its position without prior approval of the Board of Directors.
SECTION 3:
No member of the Board of Directors or committee person shall receive any salary or other
compensation for time spent in the capacity as an officer or member of the Board of Directors or committee member; however, with the approvall of a majority of a quormn of the Board of Directors individuals may be compensated for special services rendered and or reimbursed for expenses incurred in performance of the Association’s projects and goals.
SECTION 4:
Standing committees may include the following:
A Membership: The membership committee shall be responsible for recruitment of members. This committee shall organize an annual membership campaign. publish the quarterly newsletter, send out membership renewal notices, organize booths at the county fair and other events, publicize and organize the annual membership meeting, and arrange other activities approved by the Board of Directors
B. Fund Raising: The fundraising committee shall be responsible to develop activities such as raffles, coupons, etc., which will raise money to support the Association. This committee will be responsible to develop and execute a program for raising money for an endowment fund.
C. Licensing and Education: This committee shall be responsible for an annual or semi-annual campaign for licensing animals; develop brochures and flyers to educate and inform the committee about the proper care of animals and the work of the shelter; develop and deliver as possible programs about animal care to the schools of the county. This committee is responsible for all educational programs.
D. Finance: The finance committee shall be responsible for developing the annual budget for Board approval, scheduling an annual independent audit, making recommendations for investing endowment funds, receiving bequests. fmd perfonning any other activity necessary to the Association’s finances and approved by the Board of Directors.
,
E. Volunteers: The volunteer committee shall be chaired by a Volunteer Coordinator and shall be responsible for recruitment of volunteers orientation and training of volunteers, scheduling, providing on-going support and preparing an annual volunteer event. For the purposes of these activities persons working off public service requirements will participate in orientation and training activities but shall not be considered to be volunteers.
F. Ad Hoc Committees: Ad Hoc Comminees shall fulfill the responsibilities which are given when the committee is appointed by the President of the Board of Directors.
SECTION 6:
AUlHORIZATION OF BUSINESS; The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or may be confined to specific instances.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In absence of such determination of the Board of Directors, such instrument shall be signed by the Treasurer and countersigned by the President or Vice-President of the Board of Directors.
ARTICLE VIII – AMENDMENTS AND TERMINATING THE ASSOCIATION
SECTION I:
The making and amending of the By-Laws is vested in the members of the Association. Members of the Association will create a By-Law committee who will submit changes to the Board of Directors. The Board of Directors will then send approved changes to the membership for a vote. By-Laws may be initiated. amended, and/or repealed by a two-thirds vote of the members attending and voting at the annual meeting or a special meeting. (See Article Il, Section 2)
SECTION 2:
The Blue Mountain Humane Association may be terminated by a unanimous vote of the Board of Directors at any meeting of said Board, providing plans are in order for all items needing consideration for termination, meeting outstanding obligations, and distribution of assets. Upon the dissolution decision of the Association and meeting 0utstanding obligations the balance of Association’s assets, in entirety, shall be distributed in accordance th the ARTICLES OF INCORPORATION OF BLUE MOUNTAIN HUMANE ASSOCIATION to local 501(c)(3) animal welfare organization(s) or other
qualified non-profit organizations which support and demonstrate the care and welfare of animals.
Revised by vote of the Membership on July 28, 1998 by a unanimous vote of the members attending the special membership meeting. 9 members attended. This was a total revsion of the original by-laws to make them agree with the articles of incorporation filed with the State of Oregon.
Amended and approved January 13, 1999 at regular annual membership meeting by a unanimous vote of the members attending, 14 members attended. The amendment was to change the number of board members from 7 to 12.
Amended and approved January 12, 2000 at a regular annual membership meeting by a unanimous vote of the members attending-25 members attended a dinner and meeting. The amendment was to change the Mission Statement. The new mission statement did not change the original mission but stated it in a more concise but complete manner.
Amended and approved January 9, 2003 at the regular annual membership meeting a unanimous vote of the members attending – 22 members attended. The change increased the number of Board members from not less than 5 and more than 12 to not less than 5.
Amended and approved Jan. 12,1005 at a regular annual membership meeting by a unanimous vote of the members attending. 16members attended -the changes are as follows:
ARTICLE II -MEETINGS OF THE BLUE MOUNTAIN HUMANE ASSOCIATION
MEMBERSHIP
SECTION 1:
The annual meeting of the Blue Mountain Humane Association shall be held in Union County, Oregon on the second Thursday in January of each year at such place and time as designated in the a public notice of the meeting.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1:
The corporate powers, property management. disposition of assets or liabilities, and business of the Association shall be exercised, controlled, and conducted by a Board of Directors of not less than five (5) or more than 15 Board members who elect to serve in that position. One of the Board members maybe one of the local veterinarians.
SECTION 3:
If the office of any Board member becomes vacant during the year. for any reason, a quorum of the Board shall elect a successor who shall hold office as a member of the Board for the unexpired term, and/or until his or her successor is elected and qualified.
Any Director may be removed, with or without cause, at a meeting called for that purpose. by a vote of a majority of the members present.
Any Board member may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class mail of the termination and the reasons for the termination, and an opportunity for the Director to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
A vacancy shall be declared when a Board member acquires two (2) consecutive unexcused absences from the regular meetings of the Board. An excused absence is one that is granted by the board in advance, a sudden illness, or a death in the immediate family or other catastrophic event beyond the control of the Board member and which absence is excused at the next meeting by a majority of the Board members.
ARTICLE IV: MEETINGS OF THE BOARD OF DIRECTORS
SECTION I:
A regular meeting of the Board shall be held bi-monthly (January, March, May, July, September, November) at least six (6) times a year, or by the action of the Board, and each Board member shall be so notified.
ARTICLE V – ELECTED OFFICERS
SECTION 1:
Elected members of the Board of Directors of the Association shall be nominated by the nominating committee and voted on at the annual membership meeting. (See Article V) If, however, a vacancy occurs during the year, the Board of Directors shall elect, by majority vote of a quorum. a successor to fill the vacancy for the remainder of the year.
SECTION 3:
The officers of the Association and their respective duties shall be as follows:
A. President: The President shall preside at all meetings and enforce the by-laws, rules and
regulations of the Association. and be responsible for the proper decorum at all meetings. The President shall appoint and discharge all committees and committee chairpersons, such appointments and discharges being subject to the majority approval of the Board of Directors. The President shall have the right to make or second motions, and may cast only the deciding vote in the event of a tie.
B. Vice-President: The Vice-President shall attend all meetings of the Board of Directors, and shall perform the duties and assume responsibilities of the President in the President’s absence. In the event of a vacancy of the President. the Vice President shall choose a nominating committee who shall nominate Board Members who will be willing to serve the remaining unexpired tenn. The successor will be elected by a majority vote of a quorum of the Board of Directors. (See Section I) of Article VI)
C. Secretary: The Secretary shall attend all meetings and shall be responsible for the recording of all tallied votes, motions and minutes of all proceedings, shall maintain a file of the recordings to be stored in a designated place and shall have the duty of confirming the signature of the President on all official docwnents on behalf of the Association
D. Treasurer: The Treasurer shall maintain cognizance of all Association funds and securities; and shall oversee the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Association.
E. A times the Board may find it necessary to elector assign additional officers to help with Board business
SECTION 4:
An executive committee may be authorized by the Board of Directors to help the President set the agenda for meetings and handle small emergencies that may occur. This committee will include but not be limited to the President, Vice-President, Secretary and Treasurer
Amended and approved Jan. 1, 2006 at a regular annual membership meeting by a unanimous vote of the members attending. 19 members attended – the changes are as follows:
Article 4 Section 2
From: The term for officers. President, Secretary and Treasurer shall be for one year. They may be elected to serve additional terms, but not more than a total of three (3) consecutive terms.
To: The term for officers, President, Vice-President, Secretary and Treasurer, shall be for one year. They may be elected to serve additional terms, The President, Vice-President and Secretary should not serve more than three (3) consecutive terms.
Amended and approved January 10, 2006 at a regular annual membership meeting by …..
SECTION 2:
(NEW) MEMBERSHIP IS DEFINED AS ANYONE WHO DONATES MONEY OR DONATES AT LEAST EIGHT HOURS OF TIME TO BLUE MOUNTAIN HUMANE ASSOCIATION; ALL DONORS WILL BE GIVEN TIlE OPPORTUNITY TO REFUSE MEMBERSHIP. MEMBERS WILL RECEIVE A COPY OF THE NEWSLETTER AND WILL HAVE A VOTE THE ANNUAL MEETING OR ANY MEMBERSHIP MEETINGS, INCLUDING CHOOSING THE MEMBERS OF THE BOARD, VOTING ON BY-LAW
CHANGES, OR ANY OTHER ISSUES THATMAY ARISE.
(DELETE) The class of membership and the rights of each class shall be as follows:
A. REGULAR MEMBERSHIP: Regular members shall pay dues in the amount of $25.00 per year. Regular members will receive a copy of the newsletter and will have a vote at the annual meeting.
B. SUPPORTING MEMBERSHIP: Supporting members shall make a monthly gift of $10.00, $25.00, $50.00 or more each month. Supporting members will receive a copy of the newsletter and have a vote at the annual meeting.
C. SENIOR MEMBERS: Persons 62 years of age or older shall make an annual payment of S12.50. Senior members will receive a copy of the newsletter and will have a vote at the annual meeting.
D. JUNIOR MEMBERSHIP: Junior members are persons 16 years of age or under. They shall pay annual dues of $10.00 and will receive a copy of the newsletter.
E. SUSTAINING MEMBERSHIP: Sustaining members shall make an annual gift of $1000.00 or more in one payment. Sustaining members will receive a copy of the newsletter and will have a vote at the annual meeting,
F. HONORARY MEMBERSHIP: Honorary membership may be granted by a majority vote of the Board to an individual who has given outstanding service to the Association. Honorary members will be given a special membership certificate. Honorary members will have a vote at the annual meeting. .
G. BENEFACTOR MEMBERSHIP: Benefactor membership will be given to any corporation, firm, organization, club. or association upon payment of $1.000.00 or more in one lump sum. They will not have a vote at the annual meeting.
SECTION 3:
(NEW) MEMBERHIP WILL RUN FOR ONE FULL YEAR FROM THE DATE OF THE MOST RECENT DONATION OR VOLUNTEER ACTIVITY.
(DELETE) MEMBERSHIP: Membership shall be conditional upon payment of dues and shall run for one full year from the first month of payment.
Approved at the Annual Membership Meeting January 10, 2007
(OLD)
ARTICLE I-MEMBERSHIP
SECTION 1:
Any person in sympathy with the objectives of this Association, especially eliminating cruelty to all animals and promoting the education of children and the general public in regard to humane practices, animal welfare, and responsible pet ownership, shall be admitted to membership.
SECTION 2:
The class of membership and the rights of each class shall be as follows:
A. REGULAR MEMBERSHIP: Regular membership shall pay dues in the amount of $25.00 per year. Regular members will receive a copy of the newsletter and will have a vote at the annual meeting.
B. SUPPORTING MEMBERSHIP: ·Supporting members shall make a monthly gift of $10.00, $25.00, $50.00 or more each month. Supporting members will receive a copy of the newsletter and have a vote at the annual meeting.
C. SENIOR MEMBERSHIP: Persons 62 years of age or older shall make an annual payment of $12.50. Senior members will receive a copy of the newsletter and will have a vote at the annual meeting.
D. JUNIOR MEMBERSHIP: Junior members are’ persons 16 years of age or under. They shall pay annual dues of$10.00 and will receive a copy of the newsletter.
E. SUSTAINING MEMBERSHIP: Sustaining members shall make an annual gift of $1000.00 or more in one payment. Sustaining members will receive a copy of the newsletter and will have a vote at the annual meeting.
F. HONORARY MEMBERSHIP:: Honorary membership may be granted by a majority vote of the Board to an individual who has given outstanding service to the Association, Honorary members will be given a special membership certificate. Honorary members will have a vote at the annual meeting.
G. BENEFACTOR MEMBERSHIP; Benefactor membership will be given to any corporation. firm,organization, club. or association upon payment of $1,000.00 or more in one lump sum. They will not have a vote at the annual meeting.
SECTION 3:
MEMBERSHIP: Membership shall be conditional upon payment of dues and shall run for one full year from the first month of payment.
SECTION 4:
Membership in the Association may be denied or terminated for any action by a member or prospective member who is detrimental to the best interest of the Association. Denial or termination of membership shall require the unanimous affirmative vote of the Board of Directors. In the event such action is contemplated, the Board of Directors shall notify, in writing, the member or prospective member of the reason(s) for the proposed action, and of the time and place of the meeting of the Board of Directors at which such denial or termination is to be considered, not later than fifteen (15) days prior thereto. At such meeting, the member or prospective member shall be entitled to respond to the stated reason(s) and be heard in his/her own defense.
(NEW)
