Bylaws

Article I.  Name, Location, and Contact Information

Section 1. The South Pacific County Humane Society shall hereafter be referred to as SPCHS.

Section 2. Facility Location: 330 2^nd St. N.E., Long Beach, WA 98631.

Section 3. Mailing address: P.O. Box 101, Long Beach, WA 98631.

Section 4. Telephone: 360.642.1180

Section 5. Website: www.beachpets.com.

Section 6. Email: adopt@beachpets.com.

Article II.     Mission and Vision

Section 1. Mission: The mission of the SPCHS is to protect animals that are unable to speak for themselves, by providing compassionate care and placement for homeless pets without the need for euthanasia.

Section 2. Vision: The vision of the SPCHS is to foster positive relationships between animals and people, and to help end pet overpopulation through community outreach, involving the promotion of effective spay/neuter programs, and humane education.

Section 3. Euthanization. SPCHS will euthanize ONLY in the following cases:

1. If the animal is terminally ill.
2. If the animal is too vicious for adoption, or is an attack dog.
3. If the animal’s quality of life has deteriorated beyond an acceptable level.

No less than three (3) persons, consisting of a veterinarian, the Shelter Animal Manager, and a Board member of SPCHS shall make the determination of lack of fitness for adoption. There must be unanimous agreement among those three (3) persons as to the fate of the animal in question. If the three (3) persons cannot come to a unanimous decision, the Board member will request a Special Board Meeting of the full Board for a binding decision.

Section 4. Rejection of animals. SPCHS reserves the right to reject any animal. Shelter manager may consult with the Board before rejecting any animal.

Article III.  Membership

Section 1. Members are defined as any business or individual whose dues are current.

Article IV.  Dues

Section 1. Membership fees:  Membership fees are paid annually on the anniversary date of last renewal. The amount may be amended by a majority vote of the Board of Directors.

Section 2. Membership categories: The membership of this organization consists of four (4) membership classes/categories:

1. Individual (adult 18 years of age or older)
2. Family
3. Business
4. Benefactor (a person or organization contributing $1,000 or more in a calendar year)

The Board of Directors may, through a majority vote, award an individual or an entity with an honorary membership.

Article V.  Directors

Section 1. All officers shall function as an independent Board of Directors according to Robert’s Rules of Order Newly Revised (RONR) without salary.  The concerns, direction, and management of the affairs of the SPCHS shall be vested in the Board of Directors as the highest governing authority.

Section 2. Meetings. The Board of Directors shall meet at least monthly for the transaction of business.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time, by the President or by any two (2) Board of Directors, with 48 hours notice.

Section 4. The Executive Board of Directors, consisting of the officer Executive Committee, is empowered to act in the Board of Directors’ place between Board meetings, subject to the Board’s instruction.  The officer Executive Committee positions shall be President, First Vice President (volunteers), Second Vice President (membership), Treasurer, Secretary, and Past President.  The Executive Board serves as the Human Resources Committee.

Any meeting may be held without notice, provided a quorum is present.

Section 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.

Article VI. Directors and Elections

Section 1.  Board Composition: The Board of Directors consists of the Executive Board; Directors of Financial Planning, Events & Fundraising, and Mission Advocates;  and At-Large members.

Section 2. Directors: The Board of Directors of the SPCHS is responsible for the management of the affairs of the organization.  Only voting members are eligible for election to Board positions. No person who is a paid employee of the SPCHS shall be on the Board.

Section 3. Election Proceedings

Section 4. Terms of Office

1. No Board member shall serve in any executive position for more than two (2) consecutive elected terms.  The Treasurer shall serve no more than one (1) consecutive elected term.
2. No Board member shall serve on the Board for more than twelve (12) consecutive years.
3. Should any Board member during their term determine they are unable to fulfill the duties of the position for the remainder of their term, that Board member must notify the Secretary in writing (PO Box 101, Long Beach, WA 98631), at least thirty (30) days in advance of their departure.
4. The President may reassign duties and shall fill any vacancies for the remainder of the term or until the next election, whichever comes first.
5. Board seats can be created and/or sun-setted by majority vote of the Board of Directors.
6. Because of severe misconduct or neglect of duties, a Board member may be forced to leave office by unanimous vote of all other Board of Directors.

Section 5. Decision by Majority Vote. Except as otherwise prescribed by these Bylaws, decisions of any meeting of the Board of Directors shall be a majority vote of those present and voting.  Each Board member shall have one (1) vote and no voting by proxy shall be permitted.

Article VII.  Duties of Officers

Section 1. Responsibilities of EVERY Board member:

1. Board members may not miss more than three (3) regularly scheduled meetings and/or agreed-upon workshops and committee meetings without the President’s approval for the absence.  Should a Board member fail to meet this requirement, s/he shall be deemed to have resigned from office and the vacancy so caused shall be filled as herein provided for the filling of vacancies of officers.
2. Becomes a member of the SPCHS and makes a personal commitment to financially support the Shelter.
3. Volunteers for and willingly accepts assignments and completes them on time.
4. Board members are the chief fundraisers of the organization.  Executive Board members are requested to attend all fundraising events.  All other Board members are required to participate in fundraising events and may not miss more than two (2) scheduled events without the President’s approval of the absence.
5. Participates in community events on behalf of, and in promotion of, the Shelter.
6. Participates in annual Board of Directors self-evaluation and planning efforts.
7. Visits the Shelter often enough to be recognized by key staff and volunteers.
8. Participates in reviewing and approving Treasurer’s reports and minutes.
9. Prepares adequately for meetings, workshops, etc.
10. Makes and sustains a commitment to:
    1. Teamwork
    2. Speaking with one voice
    3. Continued change and improvement
    4. Sincere support for staff

Section 2. President

1. Provides leadership to the Board of Directors by setting policy and by maintaining vision.
2. Maintains Board focus consistently through communication.
3. Guides and mediates Board actions with respect to organizational priorities and governance concerns.
4. Leads Board of Directors meetings.
5. Chairs the Executive Board.
6. Signs legal documents, as directed by the Board of Directors.
7. Serves as head of Human Resources Committee; Committee members are accountable to the President.
8. Discusses issues confronting the organization with the Board of Directors.
9. Reviews Board concerns with the Board of Directors.
10. Partners with the Board of Directors in achieving the mission.
11. Monitors financial planning and financial reports.
12. Reviews all public documents, or appoints another to serve in this capacity.
13. 14.  Delivers, to the members of the SPCHS at the January Business Meeting, a summary of the year’s activities.
14. Establishes committees, both standing and temporary, and serves as a member, ex officio, of all committees.
15. 16.  Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
16. Performs other responsibilities as assigned by the Executive Board.

Section 3. 1st Vice President (Volunteers)

1. Works closely with President and serves in his/her stead, as requested.
2. Serves as a member of the Executive Board.
3. Serves as successor to the President, should he/she be unable to fulfill the duties of their position.
4. In odd-numbered years, runs the Nominations Committee.
5. Serves as key liaison between Board of Directors and volunteers.
6. Creates and defines volunteer job positions.
7. Develops, cultivates, and maintains relationships with both current and prospective volunteers.
8. Maintains a list of all volunteers, including contact information, interests, and availability.
9. Assists Event and Fundraising Committee chairs with obtaining volunteers to work events.
10. Works with key staff to ensure that volunteer evaluations are conducted.
11. Responsible for writing monthly reports on the Board’s website, including total of volunteers hours for the month and minutes of Shelter Volunteer meetings, no later than the Friday before a Board meeting.
12. 12.  Submits an annual report to the Board with an updated volunteer list, either on the Board’s website or in a report submitted to the Secretary.
13. 13. Reports the monthly total of volunteer hours to the Board, either on the Board’s website or in a report submitted to the Secretary.
14. Performs other responsibilities as assigned by the President.

Section 4. 2nd Vice President (Membership)

1. Works closely with President and serves in his/her stead, as requested.
2. Serves as a member of the Executive Board.
3. In even-numbered years, runs the Nominations Committee.
4. Runs the membership drives: one (1) major, and one (1) minor annually.
5. Works with Treasurer regarding membership dues tracking.
6. Works with staff to maintain membership records.
7. Serves as chief Public Relations Officer and oversees all public relations efforts.
8. Attends all public events and photo opportunities, or appoints another to serve in this capacity.
9. Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
10. 10.  Performs other responsibilities as assigned by the President.

Section 5. Secretary

1. Maintains records of the Board of Directors and ensures effective management of the organization’s resources.
2. Serves as a member of the Executive Board.
3. Creates, with the President, Board of Directors meeting agendas.
4. Creates and manages minutes of Board of Directors meetings.
5. Ensures regular Board meeting minutes and submitted reports are posted to the Board website in a timely manner.
6. Is sufficiently familiar with legal documents (articles, Bylaws, IRS letters, etc.) to note applicability during meetings.
7. Performs other responsibilities as assigned by the President.

Section 6. Treasurer

1. Manages the finances of the organization.
2. Administrates fiscal matters of the organization including the bank account(s), a requirement of which is two (2) authorized signatures on each check.
3. Serves as a member of the Executive Board.
4. Recommends and develops approaches to increasing contributions specific to financial independence which must be supported by a majority vote of the Board.
5. Prepares annual budget and provides same to the Board of Directors for approval.
6. Ensures development and Board of Directors review of financial policies and procedures.
7. Files all state and federal taxes and other legal reporting.
8. Oversees bookkeeper.
9. Assists the Audit Committee.
10. 10.  Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
11. 11.  The Treasurer is not allowed to be a signer on any investment account.
12. 12.  Performs other responsibilities as assigned by the President.

Section 7. Past President

1. Serves as a member of the Executive Board to provide continuity.
2. Makes him/herself available to the President or his/her appointees for counsel and support, if needed.
3. Responsible for writing monthly reports, on the Board’s website no later than the Friday before a Board meeting, while working on projects/committees.
4. Performs other responsibilities as assigned by the President.

Section 8. Mission Advocates

1. Speaks on behalf of the dogs and cats of the Shelter, keeping the Board of Directors’ focus on serving the animals’ needs.
2. Visits the Shelter regularly to remain aware of issues relating to, or needs of, pets.
3. Works directly, under the Shelter Manager, championing the needs of dogs and cats.
4. Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
5. Performs other responsibilities as assigned by the President.

Section 9. Director of Financial Planning

1. Develops strategies to reach financial independence.
2. Oversees long-term investments and reports status and performance to the Board.
3. Analyzes balance sheet to recommend methods to optimize the value of each asset of the organization.
4. Recommends and develops approaches to increasing contributions specific to financial independence.
5. Works with other board members as needed on fundraising goals.
6. Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
7. All investment accounts must require two (2) authorized signatures
8. The Director of Financial Planning may not be a signer on the regular checking and savings account(s) of the organization.
9. Performs other responsibilities, as assigned, by the President.

Section 10. Director of Events & Fundraising

1. Organizes and chairs a monthly Events and Fundraising meeting.
2. Liaisons with 1^st Vice President for needed volunteer help.
3. Appoints and liaisons with all Event and Fundraising committee chairs.
4. Keeps Executive board informed in writing of event and fundraiser progress, as they happen.
5. Works with Event and Fundraising chairs to set budget for each event and presents same to Board for approval, prior to event.
6. Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting.
7. Performs other responsibilities as assigned by the President.

Section 11. Members-At-Large

1. Chair at least one project/committee, as assigned or approved, by the Board or Executive Board.
2. Give support in whatever area is needed.
3. Responsible for writing monthly reports on the Board’s website no later than the Friday before a Board meeting, while working on projects/committees.
4. Perform other responsibilities as assigned by the President.

Article VIII.  Membership Meetings

Section 1. Annual Meeting: An annual Business Meeting of the SPCHS membership shall be held each January, with specific date, time, and venue to be determined by the Board of Directors.  Notice of the meeting shall be posted in the local newspaper and at the SPCHS facility, as well as sent via USPS.

Section 2. Election: The Board of Directors election shall take place during the annual Business Meeting in January and shall include a “State of the Shelter” address by the President.

Section 3. Voting: A voting member must be at least eighteen (18) years of age and a member in good standing.  Individual members shall be allotted one (1) vote.  Family membership shall be allotted a maximum of two (2) votes, one (1) per member present.  Business members (of any level) shall be allotted one (1) vote.  Benefactors shall be allotted two (2) votes, one (1) per present family or organization member. Voting by proxy shall not be permitted.  Simple majority shall determine election winners.

Section 4. Annual Member Appreciation Open House

Article IX.  Employees

The Executive Board is responsible for overseeing all paid employees, whose job descriptions are specified in the SPCHS Human Resources Manual. They have the authority for hiring, firing, performance reviews, mitigating human resources issues, and legalities associated with having employees.  By majority vote, they may appoint key employee(s) to be responsible for specific tasks.

Article X.  Finances

Section 1. Budget: A committee, chaired by the Treasurer, shall create the annual budget within the following time guideline.

The Board of Directors shall operate financially within the approved operating budget.

The presentation of the Board-approved budget shall take place during the January Business Meeting.

Section 2. Biennial Audit: The Audit Committee will be perform an audit in even-numbered years and will consist of three (3) members: one (1) representing the shelter volunteers, one (1) from the local banking community, and one (1) Board member.

Article XI.  Miscellaneous

Section 1. Robert’s Rules of Order: All meetings of members of the society, the Board of Directors, and committees shall be conducted pursuant to Robert’s Rules of Order as set forth in the latest published revision thereof.

Section 2. Insurance: A minimum of one million dollars ($1,000,000.) General Liability and Directors and Officers (D & 0) Insurance will be maintained.  These policies protect the Board of Directors from liability to third parties and provide coverage for negligent management of the organization’s affairs.

Section 3. Bonding: The Board of Directors may require officers, agents, volunteers, and employees charged with the custody of funds or property to be bonded in such sum as the Board of Directors shall determine. A responsible bonding company approved by the Board of Directors shall furnish such bond, and SPCHS shall pay the cost of such bonding coverage.

Article XII.  Amendments

Section 1. Proposals: Amendments to the Bylaws may be proposed in writing by any Board member and must be submitted for approval by the officers by October 31st, or at a special meeting called for this purpose.  Before voting, a proposed amendment must be on the Board agenda for two (2) consecutive Board meetings prior to the voting meeting.

Section 2. Approval: Amendments to the Bylaws shall become effective by a simple majority vote of the Board of Directors.

These Bylaws, approved by the Membership and Board of Directors by majority vote at the Annual Business Meeting on January 14, 2009, are adopted to replace in full all prior Bylaws.

• Keleigh Schwartz, President
• James Galbreath, Past President
• Rod Vetter, 1^st Vice President
• Mike Litawa, 2^nd Vice President
• Jane Holeman, Treasurer
• Harriet Cavalli, Secretary
• Cory McKeown, Mission Advocate
• Melanie Epping, Mission Advocate
• Mark Perez, Events & Fundraising
• Roger Holeman, Financial Planning
• Sue Skinner, At Large
• Cal Middleton, At Large
• Char Wolters, At Large
• Steven Linhart, At Large
• Michelle Zinkevicz, At Large
• Bonnie Teschner, At Large