The name of this organization shall be Pets In Need Society, Incorporated, a non-profit, publicly supported organization registered with the Internal Revenue Service under chapter 501(C)3 of the Revenue Code.

The purpose and objectives of this organization are:

1.        Educate the public on the importance of spaying or neutering as a means of controlling pet overpopulation.

2.        Provide financial assistance to persons residing in Meade County who need help with the costs of spaying or neutering their dogs and cats, so long as funds are available.

3.        Assist the Meade County Animal Shelter staff, as needed and requested, with the acquisition of supplies, materials, and pet food, and provide volunteer labor at the shelter when requested and feasible.

4.        Prevent cruelty to animals through an active humane education program that teaches proper animal care.

5.       Promote and encourage the minimum standards defined by the Humane Society of the United States.
 
 

The principal office and headquarters of the organization shall be in the county seat of Brandenburg, Meade County, Kentucky.
 
 

The Board of Directors shall prescribe the design for a corporate seal (logo). 

The seal/logo will be used on all official correspondence, and may be reproduced or copied onto items other than correspondence, such as shirts, banners, signs, etc. to promote community awareness of the organization and its mission.
 
 

Section 1.  General

Any person interested in the purposes for which the organization was formed, who meets the requirements for membership, and who pays the appropriate membership fee may become a member of the organization. Honorary members are exempt from annual dues.

Section 2. Types of Membership

Membership shall be of four (4) types:

Annual Member – (for persons 18 years of age and over)

Junior Member - (for persons under age 18) 

Business Member – any agency or business entity who pays the appropriate membership fee. Each business member shall have one (1) vote, regardless of the number of employees or partners affiliated with the business or agency.

Honorary Member – This membership class may be bestowed upon an individual for his/her exceptional non-monetary contributions to the organization and its efforts on behalf of the animals. Nomination for Honorary Membership will be by a member of the organization to the Board of Directors. The Board of Directors will approve and present the names for Honorary Membership at any regular meeting. Approval for granting one year Honorary Membership will be by majority vote of the organization’s members present at the meeting. 

Dues for membership shall be set by a two-thirds majority of the Board of Directors and approved by a majority of the voting members at the annual meeting.

Dues of all members (except Honorary members) are due and payable on March first (1st) of each year, regardless of date of initial membership, with no prorating. If dues are not paid within thirty (30) days   of the due date, the membership shall be considered terminated.

Section 4.  Expulsion 

The Board of Directors may expel any member from the organization for cause upon a two-thirds majority vote. Cause may be defined as a felony conviction, participation in blood sports or commercial dog racing, cruelty to an animal, or other activities counter to the purpose and objectives of the organization.

No vote for expulsion shall be taken unless fifteen days written notice by certified mail shall have been provided to the accused member by the organization secretary, informing the member of the charges (including copies of all supporting documents), the time, date and place of the meeting, and of the member’s right to be present and be heard. The accused shall have the right to counsel, present evidence and examine witnesses.

Charges may be preferred against a member by any other member in good standing. Such charges must be in writing, specific, and shall be investigated by the Board of Directors Executive Committee who shall determine if there is sufficient cause or merit to forward the charges to a full hearing.

An expelled member may be reinstated to the organization by a two-thirds majority vote of the Board of Directors upon removal of cause.

 Section 5.  Privileges of Membership

All members shall be entitled to cast one vote at any meeting of the organization or in any referendum, provided; however, a member shall not have any such rights until he/she has been a member of the organization for three (3) months. For the purpose of this section, a person shall be deemed to have become a member on the date his/her application and payment are posted by the Treasurer.

The privilege of the floor shall be extended to any person entitled to vote at meetings of this organization.
 
 

Section 1.  Annual Meetings

The annual meeting of this organization for the transaction of all business shall be held in November at such time and place as may be designated by the Board of Directors. Notice of the meeting shall be given in writing to all members in good standing of the date, time and location (with a complete address) at least thirty days in advance of the annual meeting.

Section 2.  Regular Meetings

The President shall conduct a regular monthly meeting of the membership each month except December. The date, place and time for the next year’s monthly meetings shall be set at the annual meeting by the membership present. Any change shall be communicated to the membership, in writing, at least fifteen days prior to the meeting.

Section 3.  Special Meetings

The President may call a special meeting at any time. 

A special meeting of the organization must be called by the President when requested to do so by a majority of the Board of Directors, or five percent of the membership or twenty members, whichever is less. All requests to call a special meeting shall be in writing, stating the purpose of the meeting. The Secretary shall give notice of the date, time, and location (with directions) of every special meeting, in writing, stating its objectives. The notification shall be sent to all members in good standing at least ten (10) days prior to the meeting. Only the stated business will be conducted.

Section 4. Quorum

Eight (8) members shall constitute a quorum for the transaction of business at any regular, special, or annual meeting of this organization, but any number shall have the power to adjourn to a specified later date.

At any meeting of the Board of Directors a quorum shall consist of not less than five Directors.

Section 5. Board of Directors Meetings

The Board of Directors shall meet at least quarterly, at the call of the President or as directed by a majority of the Board. The date, time and location shall be set by a majority of the Directors at least fifteen (15) days in advance of the meeting and the Secretary shall give notice of the meeting at least ten (10) days in advance unless all directors were present at the meeting scheduling the next called meeting.

Board meetings shall be open to the general membership, who may, upon written request, address the Board.  Members who wish to address the Board must have their written request to the Board ten (10) days in advance of the meeting. The discussion of personnel and legal matters is not open to the public in accordance with KRS.

Section 6. Rules of Conduct

Robert’s Rules of Order, as Revised, shall govern all meetings of this organization.

The President may appoint a Parliamentarian to advise him or her on the proper conduct at any particular meeting or for a finite term. 

Section 7. Voting

Members must be present at a meeting to vote. Each member has one vote. No absentee or proxy voting is authorized.
 
 

Section 1.  Composition

The Board of Directors shall consist of seven (7) persons. Three will be directors elected at large. The other four will be the four officers of the organization.  Each board member shall have an equal vote in the management of this organization.

Section 2.  Qualifications

Each Board member elected at large shall have been an annual member in good standing for at least ninety (90) days prior to the annual or special meeting at which elected and shall remain so for the term elected.

Section 3.  Manner of Election

Directors shall be elected by a plurality of the votes cast by ballot at the Annual Meeting.

Section 4.  Term of Office 

At large members of the Board of Directors will serve for terms of three years each. One at large director shall be elected by the members present at the annual meeting or a special meeting called for that purpose. The term for all elected at large board members shall commence on January 1 of the year following the annual meeting at which they were elected, or immediately if elected to fill an existing vacant position. There is no term limit for at large members of the Board of Directors.

Section 5.  Authority and Responsibility

The board shall have control of and be responsible for the management of the fiscal affairs and property of this organization. They generally shall have full power to do, or require to be done, everything deemed necessary or expedient for the promotion of the organization’s welfare.

One director at large will serve on each of the standing committees of the organization. 

Section 6.  Meeting Attendance

Members of the Board of Directors shall attend at least half (1/2) of the scheduled board meetings plus the Annual meeting in a calendar year. If a member at large is absent from more than half of the total yearly Director’s meetings and/or the annual meeting, that seat shall be declared vacant. Absences excused in advance for extenuating circumstances may be granted by a majority of the Board.

Section 7.  Removal for Cause

At large board members shall be removed for non-attendance as set forth above or for failure to fulfill any of the requirements of office.

Section 8.  Vacancies

Vacancies of at large members on the Board of Directors due to death, resignation or removal shall be filled at the next annual meeting or a special meeting called by the President.
 
 

Section l.  General

The officers of this organization shall be elected by the membership at the annual meeting, and may be nominated by the nominating committee or from the floor. All elections shall be by secret ballot unless a unanimous vote of the members present decides otherwise.

 Officers shall perform those duties designated in Section 6 below.

The officers shall be responsible for the day to day management of the organization. All officers shall be authorized to sign checks for the organization. Two officer signatures are required on all bank checks and all legal documents. 

There are no term limits for officers of this organization.

Section 2.  Attendance

Officers shall attend at least half (1/2) of the scheduled board meetings, the Annual meeting, and a majority of the monthly meetings. If an officer is absent from more than half of the total yearly monthly meetings and/or the annual meeting, that officer position shall be declared vacant by the Board of Directors. Absences excused in advance for extenuating circumstances may be granted by a majority of the Board.

Section 3. Removal for Cause

On a two-thirds vote of the Board of Directors, any officer may be removed from office for failure to perform the duties of the office. The members may override the Board on this decision at either the annual meeting or at a special meeting called for this specific purpose.

Section 4. Term of Office

The term of office for all officers shall be for one year and run from January 1 through December 31 succeeding the annual meeting at which they were elected.

Section 5.  Vacancies

Vacancies of officers due to death, resignation, or removal shall be filled at the next annual meeting or special meeting called for that purpose.

Section 6. Duties and Qualifications

A.      President

The President shall have been an annual member in good standing for at least one year prior to being elected. 

The President shall preside over all meetings of the organization, the Board, and the Executive Committee. The President shall have the authority to co-sign documents 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 President shall deliver a state of the organization message to the members at each annual meeting. The President is the spokesperson for the organization to elected officials, government entities, and the general public.

B.      Vice-President

The Vice-President shall have been an annual member in good standing for at least six (6) months prior to being elected. 

The Vice President shall in the absence of the President or in his/her inability or refusal to act, perform the duties of the President and act in the President’s stead. The Vice President shall assist the President in the planning and execution of all activities of the organization and shall perform such other duties as the board of directors may assign. The Vice President shall, in the absence or disability of the Secretary, perform the duties of Secretary.

C. Secretary

The Secretary shall have been an annual member in good standing for at least six (6) months prior to being elected. He/She shall give due notice of the time and place of all meetings, record and preserve the proceedings of the organization, the Board of Directors, and the Executive Committee meetings, and perform such other duties as usually are expected of such officer. The Secretary shall have custody of the bylaws, records, and general archives of the organization, except as they may be expressly placed in charge of others by order of the Board. The Secretary shall, in the absence or disability of the Treasurer, perform the duties of Treasurer.

D. Treasurer

The Treasurer shall have been an annual member in good standing for at least six (6) months prior to being elected. He/She shall have charge and custody of the financial records of the organization, receive funds and deposit them in a bank designated by the Board of Directors. He/She shall disburse all monies, securities, and funds in accordance with an annual budget approved by the Board of Directors or as directed by the Board of Directors. He/She shall submit to the general membership a monthly report of activity and shall submit to the Board of Directors an annual report, audited by an independent accountant selected by the board, of the income and expenditures of the organization for the preceding year, and of the current liabilities and assets as of December 31 of that year.

The Treasurer shall have authority to sign documents 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 on the authority of a majority of the Board of Directors.
 

Section 1.  General

The membership and/or Board of Directors shall establish committees as it deems necessary to further the objectives of this organization and to conduct business in an orderly manner. These committees may be permanent (standing) or temporary. 

Section 2. Standing Committees  

There shall be three (3) standing committees: Executive, Public Relations/Humane Education, and Financial Advisory.

 A. Public Relations/Humane Education Committee

The Public Relations/Humane Education Committee is responsible to promote and advertise the ongoing activities of the organization as well as coordinating humane education program and events. 

The committee chairperson will be the Public Relations Coordinator. One director will serve on this committee.

B. Executive Committee

The Executive Committee shall consist of the President, one other officer, and one director at large. The President shall be Chairperson.

The Executive Committee shall act between meetings of the Board and/or meetings of the general membership to make decisions and take actions necessary on time-sensitive matters. It shall possess all the powers of the Board in regard to the conduct of the routine business of the organization, subject, however, to any action being confirmed by the Board. It shall have no power to expel any member or fill vacancies on the Board or of offices. It shall meet on call of the President whenever the business of the organization may require.

C.  Financial Advisory Committee

The Financial Advisory Committee shall consist of three (3) persons, including the Treasurer, and one director at large, and one member at large. The Treasurer shall be its Chairperson. 

The duties of the Financial Advisory Committee shall be to advise on financial problems and investments, propose an annual budget to the Board of Directors, and to perform other duties as the Board may from time to time prescribe. The Committee shall meet on call of its Chairperson. 

Section 3.  Other Committees

Other special committees may be formed or appointed as deemed necessary by the general membership for the purpose of planning or conducting special events, or for fact finding or researching. When a special committee is appointed, a committee chairperson shall also be appointed. The committee chairperson is responsible to keep the President and membership apprised of the progress and actions of the committee, and is responsible for controlling and reporting all money expenditures relating to the committee’s purpose. 
 
 

The fiscal year of the organization shall commence January 1 of each year. 
 
 

Section 1.  General

These bylaws may be amended at any annual meeting of the organization by a majority vote of the members present. Specific changes to the bylaws may be recommended by any voting member and must be published, word for word, in the announcement of the annual meeting sent to every member of this organization. The name of the member recommending the change shall be a part of the announcement. Proposed bylaw changes must be received by the Secretary at least ninety (90) days prior to the annual meeting.

Section 2.  Availability

The amended bylaws shall be made available in printed form to any member upon their request and at their expense, within thirty days of any change.

Section 3. Corporate File

Copies of all allowed amendments shall immediately be forwarded to the Kentucky Attorney General and the U.S. Internal Revenue Service for inclusion in the permanent file of this organization.
 
 

Section 1. General

Dissolution may be recommended by a two-thirds majority of the Board of Directors or a simple majority of the membership. A special meeting shall be called for that purpose and two-thirds vote of the membership present at the meeting is required to dissolve.

Section 2. Disposal of Assets

The Treasurer shall first pay or make provision for the payment of all outstanding liabilities or obligations of the organization. The remaining members, by a two-thirds vote of those present at the dissolution meeting, shall then direct the Treasurer to convey the remaining assets of this organization to an organization or organizations whose charter, bylaws, and operations are consistent with the purposes of this organization and who qualify as a non-profit organization as defined in Section 501(C)3 of the Internal Revenue Code.
 
 

1. **By-Laws revised 1-23-03 using Minutes from January 2000 through January, 2003.

2.  November 10, 2005: A major re-write of these bylaws was approved by the Board of Directors. Most articles of the document were amended. Most noteworthy areas of change: 

                Article II – Better defined purpose and objectives

                Article IV – Authorizes use of logo on promotional items

                Article V – Changed name of youth members from Associate to Junior and granted voting privileges to Junior members; Established Honorary Member as type of membership; Established procedures for setting membership dues; Established provisions for expulsion of members for cause

                Article VII – Realigned the Board of Directors; reduced the number of members from nine to seven; delegated authority and assigned responsibility of board members

                Article VIII - Assigned duties and responsibilities to Officers; Established qualifications for election of Officers 

                Article IX – Reduced the number of Standing Committees; Assigned responsibilities to Standing Committees

                Article XI – Established procedures for amending these bylaws

                Article XII – Established procedures for dissolution of organization and disposal of assets

3.       November 27, 2006: The official name of the organization was changed to: Pets In Need Society, Incorporated.