Adopted May 15, 2014
Park County, Wyoming, Animal Shelter
ARTICLE I. Name and Office
The name of the organization shall be the “Park County Animal Shelter,” a Wyoming nonprofit corporation, hereinafter “Corporation.” The registered office shall be 5537 Greybull Highway, Cody, Wyoming. The mailing address shall be Post Office Box 203, Cody, WY 82414-0203.
ARTICLE II. Mission
The mission of the organization shall be to provide excellent care and find good homes for our animal guests; to promote responsible pet guardianship; to work to end the overpopulation of feral cats as well as all pets; and to run an organized efficient shelter with a no-kill philosophy.
ARTICLE III. Membership
Section 3.01. Eligibility
Any person who supports the mission of the organization may become a member by paying the annual dues.
Section 3.02. Classes of Membership.
3.02.01. There shall be four (4) classes of membership with voting rights as follows:
(A) Individual over age 18, one (1) vote.
(B) Individual Senior (55+), one (1) vote.
(C) Business, one (1) vote.
(D) Youth (through age 18), no vote.
3.02.02. A membership roster with each member’s class of membership shall be maintained at the registered office and shall be updated as requested by the Board of Directors. To determine eligibility to vote, the membership roster shall be updated and current sixty (60) days prior to the Annual Meeting and a copy of the 60-day roster shall be produced for this purpose.
Section 3.03. Dues
3.03.01. Annual dues period is from January 1 to December 31 of each year. Members joining during the fourth quarter of a year shall have their membership extended to December 31 of the following year.
3.03.02. A member’s dues must be paid at least sixty (60) days prior to the Annual Meeting in order to vote at that meeting.
3.03.03. Failure to pay dues ninety (90) days after their due date shall automatically result in termination of membership and does not require advance notice to the member or deliberation by the Board of Directors.
3.03.04. Dues will not be refunded in the event a member resigns from the organization.
Section 3.04. Resignation or Termination of Membership
3.04.01. A member may resign at any time, but the resignation will not relieve that member of any legal obligation he or she has to the Corporation.
3.04.02. The Board of Directors shall have the right in its sole discretion to terminate a membership or term of office for cause by a two-thirds (2/3rds) affirmative vote. The member shall be provided written notice of the proposed action at least fifteen (15) days prior to the meeting at which action will be taken, and the member shall be given an opportunity to contest the proposed action in writing prior to that meeting. Once the Board has voted to terminate the member’s membership, a final written notice of such action shall be provided to the member.
3.04.03. Causes for termination of membership include:
(A) Defamation of the Corporation.
(B) Abusive and/or flagrant disruptive behavior during a meeting of the Corporation.
(C) Any other behavior or actions which cause harm to the Corporation.
ARTICLE IV. Meetings
Section 4.01. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings of the Corporation shall be determined by reference to Robert’s Rules of Order, most recent edition.
Section 4.02. Board Meetings
The Board of Directors shall meet monthly. The date, time, and location shall be determined by the members of the Board and posted to the Corporation website.
Section 4.03. Annual Meetings
4.03.01. The Annual Meeting shall be held on the third (3rd) Thursday in May unless the Board of Directors has good reason to reschedule, and the time and location shall be determined by the Board.
4.03.02. The purpose of the Annual Meeting shall include:
(A) The President’s report on the activities of the Corporation; and
(B) The Treasurer’s report on the financial condition of the Corporation; and
(C) Election of Directors and Officers for the coming year; and
(D) A vote on any Bylaws changes; and
(E) Other business which is consistent with the notice given for the meeting.
4.03.03. Notice shall be mailed by the Secretary to the members at least fifteen (15) days prior to the meeting.
4.03.04. A quorum of members for conducting business other than that on the absentee ballots shall be ten percent (10%) of the membership over the age of eighteen (18) and in good standing.
Section 4.04. Special Meetings
4.04.01. Special meetings of the Board of Directors shall be called by the Secretary when so directed by the President or a majority of the Board. Board members shall be notified of the meeting by telephone or email.
4.04.02. Special meetings of the membership shall be called when:
(A) a majority of the Board of Directors votes to call a special meeting; or
(B) at least five percent (5%) of the members of the Corporation over the age of eighteen (18) and in good standing sign, date, and deliver to any Corporate officer one (1) or more written demands for the meeting pursuant to Wyoming State law W.S. 17-19-702.
4.04.03. Notice shall be mailed by the Secretary to the members at least fifteen (15) days prior to the special meeting.
4.04.04. A quorum of members for conducting business at a special meeting shall be ten percent (10%) of the membership over the age of eighteen (18) and in good standing.
Section 4.05. Irregular Meetings
No action taken or decision made at a meeting which does not conform to these Bylaws shall have any force or effect, nor shall it be binding upon the Corporation in any way.
Section 4.06. Absentee Ballots
4.06.01. Election of Directors and Officers, and a vote on any other issue which has been approved by the Board of Directors, may be made by absentee ballot which is provided to the membership together with their notice of the Annual Meeting pursuant to the provisions of these Bylaws.
4.06.02. No other form of absentee balloting shall be permitted under these Bylaws.
ARTICLE V. Board of Directors and Officers
Section 5.01. Number and Identity
5.01.01. The Board of Directors shall consist of nine (9) persons, five (5) Directors and four (4) Officers, the President, Vice President, Secretary, and Treasurer, elected from the membership. The term Board, or Board of Directors, shall refer to all of the Directors and Officers.
5.01.02. Every Director or Officer shall be a member in good standing.
5.01.03. Only members over the age of 18 may be elected as Officers or Directors.
5.01.04. No employee of the Shelter shall be eligible for election or appointment as a Director or Officer.
5.01.05. Directors’ and Officers’ terms of office shall be staggered so that no more than three (3) Directors or two (2) Officers are elected each year.
Section 5.02. Directors’ and Officers’ term of office and length of service
5.02.01. Directors’ and Officers’ term of office shall be two (2) years, or until:
(A) The Director or Officer is re-elected, or
(B) A successor is elected, or
(C) The Officer or Director sends a letter of resignation to the Secretary, or
(D) The Officer or Director is removed from office for cause.
5.02.02. Each Director’s and Officer’s service shall be limited to no more than four (4) consecutive terms in office. Following completion of service, that person shall not be eligible to hold office for a period of one year.
5.02.03. Directors and Officers shall take office on July 1 of the year in which they are elected.
Section 5.03. Manner of Election
The Directors and Officers shall be nominated pursuant to these Bylaws, and elected by a plurality of the votes cast by secret ballot at the Annual Meeting as provided for in Article VIII, Elections.
Section 5.04. Authority
5.04.01. The Board of Directors shall conduct all the business of the Corporation.
5.04.02. The Board of Directors shall be responsible to the membership for:
(A) The management of the affairs and property of the Corporation, including but not limited to approval of all expenditures and the allocation of all funds received; and
(B) Filling vacancies of the Board or Officers for the unexpired portion of any term from the membership; and
(C) Description of each Officer’s duties, not inconsistent with the provisions of these Bylaws; and
(D) Exercising their full discretion in the termination of any membership for cause; and
(E) Removal for cause of any Board member or Officer as necessary; and
(F) Generally exercising their full power to do, or require to be done, everything deemed necessary or expedient for the promotion of the Corporation’s welfare.
5.04.03. Conflict of Interest. No contract or other transaction between the Corporation and one or more of its Directors, or the Corporation and any other corporation, firm, association or entity in which one or more of the Directors are directors or officers, or have a material financial interest, shall be entered into by the Corporation, unless the fact of such relationship or interest is disclosed to the Board of Directors beforehand.
The Board of Directors must approve such contract by a two-thirds (2/3rds) majority vote without counting the vote(s) of the interested Director(s). Nor shall the interested Director(s) be counted in determining a quorum at a meeting of the Board which authorizes, approves, or ratifies such a contract or transaction.
Section 5.05. Meetings of the Board of Directors
5.05.01. Unless otherwise determined by the Board, meetings shall be held on the third (3rd) Thursday of each month. The date, time and location are to be determined by the Board and posted on the Corporation’s website when feasible. When a meeting date, time, or location has not been announced at the previous month’s meeting, these details will be communicated to the Board members by telephone or email.
5.05.02. All meetings of the Board shall be open to the membership to attend, except for matters which require the Board to meet in Executive Session.
5.05.03. Additional meetings of the Board may be called at any time by the President or a majority of the Board of Directors. Notice of these meetings shall be communicated to the Board members by telephone or email, and posted on the Corporation website when feasible.
5.05.04. Meetings of the Board shall be conducted pursuant to an established agenda and the most recently revised edition of Robert’s Rules of Order. It shall be incumbent on each Director to be familiar with Robert’s Rules of Order.
5.05.05. A total of five (5) members of the Board shall establish a quorum.
5.05.06. All meetings of the Board shall be in person and may not be conducted by telephone or other electronic device, with the following exception: In circumstances that require immediate action, the President may request a vote by email. The proposed action may only be approved by a unanimous vote. Any action so approved shall be recorded in the minutes of the next Board meeting.
5.05.07. Voting by proxy shall not be allowed.
Section 5.06. Compensation
Board members shall not be paid by the Corporation, or by any other sources, for their services rendered to the Corporation, except for pre-approved expenses.
Section 5.07. Absences and Termination
Any Board member may be removed from office by the Board for cause pursuant to Section 3.04, or when he or she has two (2) or more unexcused absences, or a combination of four (4) or more excused or unexcused absences in one fiscal year.
Section 5.08. Disruption of Directors’ Meetings
Any member who disrupts the orderly conduct of a meeting of the Board by use of loud, boisterous, obnoxious, obscene or foul language may be asked to leave by any member of the Board. Failure to leave upon such a request shall be cause for termination of membership as provided in these Bylaws.
ARTICLE VI. Duties of Officers
Section 6.01. President
The President shall be the Chief Executive Officer of the Corporation and shall:
(A) Preside at all meetings of the Board of Directors and the Annual Meeting.
(B) Be an ex-officio member of all committees; and
(C) Upon the resolution of the Board, have the authority to sign such papers as may be required to enter into contracts in the sale of securities or other assets belonging to the Corporation or in connection with the settlement of estates or trusts in which the Corporation has an interest; and
(D) Act as liaison between the Board and the Shelter Manager; and
(E) Shall deliver a message to the members at each Annual Meeting; and
(F) Perform such other duties as directed by the Board which may be necessary to carry out the purposes of the Corporation.
Section 6.02. Vice President
The Vice President shall:
(A) Assist the President in the discharge of his or her duties; and
(B) In the absence, resignation or disability of the President, perform the duties of the President and act in his or her stead; and
(C) In general, perform all the duties as may be assigned by the President or the Board of Directors.
Section 6.03. Secretary
The Secretary shall perform, or direct to be performed, the following duties:
(A) Certify and keep at the registered office of the Corporation the original Articles of Incorporation, Bylaws, Minutes Book, and all other records of the Corporation; and
(B) Take and maintain the minutes of each meeting, and distribute the minutes to the Board members at the following meeting. The minutes shall show the time, location, and attendance of meetings, whether they were regular, special or annual, the substance of the discussions held, motions made, seconded, voted upon, and the resulting vote; and
(C) Be responsible for all reports, statements, and other non-financial documents required by governmental agencies or that are required by law, and ensure that they are properly kept and filed; and
(D) Exhibit for inspection upon request of any member, the relevant books and records of the Corporation pursuant to these Bylaws; and
(E) Give due notice of the time and place for all meetings; and
(F) Keep a register of the names and addresses of each of the Officers, Directors, Committee Members, and Membership of the Corporation, and update the list as directed by the Board, and 60 days prior to the Annual Meeting; and
(G) Promptly respond to all correspondence received by the Corporation, with the exception of bills or other financial correspondence. Specifically, respond to donations received by a written thank you note where appropriate, and after directed to do so by the Board, respond to any inquiries received about the Corporation or any additional correspondence; and
(H) In general, perform all other duties as may be assigned by the President or Board of Directors.
Section 6.04. Treasurer
The Treasurer shall perform, or direct to be performed, the following duties:
(A) Keep and maintain adequate and accurate ongoing accounts of the Corporation’s properties and business transactions, including accounts of corporate assets, liabilities, receipt disbursements, gains, losses, and fun balances; and
(B) Prepare corporate balance sheets, updated regularly at the direction of the Board, at least on an annual basis; and
(C) Prepare year-end statements at the end of each fiscal year which show the year’s expenses, income, gains and losses, and present both balance sheet and income statement at the Annual Meeting; and
(D) The Treasurer or an authorized designate shall obtain the daily income statements from the Shelter, prepare and perform bank deposits and record said deposits where necessary; and
(E) At the direction of the Board, shall have the authority to sign checks and such papers as may be required in the sale of securities or other assets belonging to the Corporation or in connection with the settlement of estates or trusts in which the Corporation has an interest; and
(F) At the direction of the Board, withdraw funds from depository with the counter-signature of President or of those who have been assigned the authority to sign checks; and
(G) Issue and preserve written receipts for all monies received on the Corporation’s behalf and obtain and preserve receipts for each expenditure of the Corporation, keeping accurate records of each transaction; and
(H) Reconcile the books and accounts of the Corporation monthly and likewise report monthly the income, expenses and balances to the Board at their monthly Board meeting; and
(I) Have the books and accounts inspected by a qualified accountant selected by the Board, and report to the Board the results of such inspection; and
(J) Help develop and review the fiscal procedures of the Corporation, and the annual budget for the next fiscal year, as a member of the Finance Committee; and
(K) In general, perform all other duties as may be assigned to the Treasurer by the Board of Directors.
ARTICLE VII. Committees
Section 7.01. Number and Title of Committees
There shall be four (4) standing committees; the Finance, Nominating, Shelter, and Fundraising committees. Additional committees may be formed by the direction of the Board of Directors.
7.01.01. Finance Committee
(A) Shall consist of the President (ex officio), the Treasurer, and other members as appointed by the Board. The Shelter Manager may be invited to attend in an advisory capacity; and
(B) Shall be responsible for developing and reviewing the fiscal procedures of the Corporation and annual budget for the next fiscal year by December 31 of each year; and
(C) In general, perform all other financial duties as may be assigned to the committee by the Board of Directors.
7.01.02. Nominating Committee
(A) The Nominating Committee shall consist of three members at large appointed by the Board of Directors; and
(B) Three months prior to the Annual Meeting, the Nominating Committee shall submit a “Call to Nominations” in writing to the membership via U.S. Mail; and
i.) Any member may thereafter notify the Nominating Committee of his or her wish to be nominated, or to nominate another member, for one and one only position as an Officer or Director by submitting a signed nomination form in writing to the Committee; and
ii.) The nomination form shall include:
(a) the name and address of the person being nominated,
(b) the name and signature of the person making the nomination,
(c) a statement that the nominee and nominator are members of the Corporation in good standing,
(d) a statement that the person nominated has agreed to serve in that capacity if elected, and
(e) a brief resume of the nominee’s background including any experience with animals and humane organizations or other attributes which would qualify the nominee for the position.
iii.) The Committee may make nominations of its own following the same procedure.
(C) The Nominating Committee shall certify the slate of nominees are qualified members of the Corporation in good standing and that their nomination form is complete; and
(D) Submit the slate of nominations for Directors and Officers to be elected to the Board at least thirty (30) days prior to the Annual Meeting at their regularly scheduled meeting; and
(E) At the adjournment of the meeting at which the slate has been presented, nominations shall be closed; and
(F) The Secretary of the Corporation thereupon shall cause the slate of nominations to be included on the ballot presented to the membership by absentee ballot pursuant to the provisions of these Bylaws; and
(G) Only persons nominated as herein provided shall be eligible for election as an Officer or Director;
(H) The Nominating Committee shall perform all other duties as may be assigned to the committee by the Board of Directors.
7.01.03. Shelter Committee
(A) The Shelter committee shall consist of the President (ex officio), two (2) Board members, and other members as appointed by the Board; and
(B) Is responsible for developing and reviewing the policies and procedures for the operation of the Shelter, subject to approval of the Board; and
(C) Shall provide a State of the Shelter report to the Board at each monthly meeting, and to the membership at the Annual Meeting; and
(D) In general, perform all other duties as may be assigned to the committee by the Board of Directors.
7.01.04. Fundraising Committee
(A) Shall consist of the President (ex officio), two (2) other Board members, and other members as appointed by the Board; and
(B) Is responsible for developing and reviewing fundraising programs consistent with the mission of the Corporation for the benefit of the Corporation; and
(C) In general, perform all other duties as may be assigned to the committee by the Board of Directors.
7.01.05. Board Appointments
(A) The Board of Directors shall be responsible for appointing members of the standing committees; and
(B) The Board shall have the power to fill vacancies within such committees and to remove any appointed person from a position by a simple majority vote.
ARTICLE VIII. Elections
Section 8.01. Who May Vote
Only members over the age of eighteen (18) and in good standing may vote.
Section 8.02. When Conducted
Elections shall be conducted at the Annual Meeting pursuant to the provisions of these Bylaws.
Section 8.03. Absentee Ballots
8.03.01. Absentee ballots sent to the membership in the announcement of the Annual Meeting shall be accompanied by a return envelope that is numbered and clearly marked as a ballot.
8.03.02. Returned absentee ballots shall be accepted by the Secretary and:
(A) The numbers on the envelopes checked against the 60-day membership roster prepared for that purpose and recorded as received; and
(B) Kept sealed until the beginning of the Annual Meeting.
8.03.03. Prior to the tally of the votes at the Annual Meeting, ballots tendered at the Annual Meeting shall be checked against the 60-day membership roster prepared for that purpose and recorded as received.
8.03.04. Once all the ballots have been certified, the returned envelopes may be opened and the votes tallied.
Section 8.04. Monitor
Ballots shall be tallied by three members at large selected by random drawing of names of members present at the Annual Meeting.
ARTICLE IX. Amendment of Bylaws
These Bylaws may be repealed, altered or amended at any Annual Meeting of the Corporation by an affirmative two-thirds (2/3rds) vote of the ballots received provided that any alteration or change proposed shall first have been approved by a two-thirds (2/3rds) vote of the Board of Directors. Following such approval, notice of such alterations or changes shall be mailed to members of the Corporation and posted on the Corporation website not less than one (1) month prior to the Annual Meeting at which a vote by the membership is proposed to be taken. Any member may request that a printed copy of the proposed alterations or changes be sent to him or her by mail.
ARTICLE X. Miscellaneous
Section 10.01. Conflict of Law
Any provision of these Bylaws which is in conflict with the Wyoming Statutes for Nonprofit Corporations, Title 17, Chapter 19, shall be null and void.
Section 10.02. Absence of Guidance
Any issue to come before the Corporation membership, Officers, or Board of Directors which is not addressed by these Bylaws shall be governed by the laws of the State of Wyoming in effect at that time.
Section 10.03. Fiscal Year
The fiscal year of the Corporation shall be from January 1 through December 31.
Section 10.04. Duties of the Shelter Manager
(A) The Shelter Manager shall be directly responsible to the Board of Directors, with the President of the Corporation acting as liaison between the Shelter Manager and the Board; and
(B) Shall be responsible for conducting the daily operations of the Animal Shelter in accordance with the policies and procedures approved by the Board of Directors; and
(C) Shall be responsible for the hiring, training, scheduling, evaluation, and termination of all Shelter employees, and for the Volunteer Program; and
(D) Shall perform all other duties as contained in the Shelter Manager job-description and as directed by the Board of Directors.
Section 10.05. Corporate Documents and Records
10.05.01. All animal intake and adoption records shall be maintained at the Animal Shelter and may not be removed by any Officer, Director, or other person for any reason.
10.05.02. The Board shall retain and preserve all corporate and financial documents in such manner as to ensure that the documents are available for inspection by members of the Corporation or for any other purpose required by law.
10.05.03. Members of the Corporation, the public, or their agents shall be entitled to inspect at the registered office the following records:
(A) Articles of Incorporation and revisions thereto;
(B) Bylaws and any revisions thereto;
(C) Corporate balance sheets and income statements and any available audit reports;
(D) A copy of the minutes of the Board meetings and Annual Meetings;
(E) A list of the current Board members;(F) The current Annual Report as filed with the Wyoming Secretary of State.
10.05.04. Members of the Corporation or their agents, but not of the public, are entitled to inspect the roster of member names subject to the provisions of Article 16 of the Wyoming Nonprofit Corporations Act.
Section 10.06 Bank Checks
Bank checks drawn on the Corporation’s accounts shall only be issued for expenses consistent with the Board-approved budget or otherwise specifically authorized by the Board. All bank checks shall be signed by the President and the Treasurer. However, the President and Treasurer may authorize, with the Board’s concurrence, other Officers, Directors and the shelter manager to sign checks in lieu of the President or Treasurer. Two signatures shall always be required on all checks.
Section 10.07. Dissolution of the Corporation and Distribution of Assets
Except as provided for in the Articles of Incorporation and any revisions, dissolution of the Corporation will follow Wyoming state statures for dissolution of a non-profit corporation.
The undersigned duly elected Officers of the Corporation hereby certify that the foregoing Bylaws were properly adopted by the membership of the Corporation present at a duly announced meeting.
Date of Meeting: May 15, 2014 at Cody, Wyoming.
Date of Certification: _ _June 19, 2014
Andy McFerrin Whiteman