BYLAWS OF THE
PARMA ANIMAL SHELTER, INC.
The name of this organization shall
be the “Parma Animal Shelter, Inc.” The organization is incorporated
as a non-profit corporation in the State of Ohio and shall be referred
to hereafter in these Bylaws as the “PAS.”
The PAS has been organized for the purpose
of raising funds to promote the following objectives:
A. Work to prevent animal cruelty, abuse, and neglect.
B. Educate the public on the importance of spaying/neutering
to control pet over-population.
C. Increase public awareness and appreciation of companion animals.
D. Assist in providing a stress-free, healthy environment for lost,
abandoned, neglected, and stray animals.
E. To provide emergency and wellness medical care for animals.
F. To find permanent placement into new homes.
Section 1. Annual Meeting
The date, time, and place of the annual
meeting shall be set by the Board of Trustees.
Section 2. Special Meetings
The Board of Trustees may call special meetings
of the membership, as needed.
Twenty percent (20%) of the membership may
present a written request to the Board of Trustees to hold a special meeting
whereby any business may be conducted.
Section 3. Notice
Notice of all annual meetings and any
special meeting called by the Board of Trustees shall be available to
the membership at least one week in advance of any meeting. This
notice shall also include the purpose of the meeting.
Section 1. Membership
All volunteers will be considered for membership
in PAS by filling out a written application.
Applications for membership must be approved
by a majority vote of the Board of Trustees.
Membership shall neither be approved nor
denied on the basis of race, color, religion, national origin, sex, or
Section 2. Termination of Membership
Membership may be terminated for actions
deemed inappropriate in the best interests of the PAS by two-thirds (2/3)
vote of the Board of Trustees.
Board of Trustees
The Board of Trustees will be responsible
for overall policy and direction of the PAS. Shall draft and cause
to be put into effect rules and procedures for financial and animal welfare
matters. The Board may delegate responsibility for operations to
standing or special committees, as may be needed, with majority Board
Section 1. Size and Term of
The Board of Trustees shall consist
of nine (9) members, elected to one-year terms. Their terms shall
run from January to December and will be eligible for re-election to succeeding
Section 2. Meetings
The Board shall meet at least every
three (3) months at an agreed-upon time and place.
Section 3. Board of Elections
Election of new Trustees or re-election
of current Trustees will occur as the first order of business at the annual
meeting of the membership. Nominations for Trustees will be made
at a special meeting of the membership two weeks prior to the annual meeting.
If more than nine members are nominated, the nine members receiving the
highest number of votes will be elected.
Section 4. Quorum
A quorum must be present of at least
two-thirds (2/3) of the members of the Board of Trustees before business
can be transacted or motions made or passed.
Section 5. Notice
An official Board meeting requires that
each Board member have proper advance notice.
Section 6. Liability and Compensation
The members of the Board of Trustees
will not be held personally liable for any debts, liabilities, or other
obligations of the PAS. The Board members will receive no compensation.
They may be reimbursed for out-of-pocket expenses associated with performing
their duties with pre-approval.
Section 7. Termination of a
Any member of the Board of Trustees
may be terminated for inadequately performing their duties. A two-thirds
(2/3) vote of the membership present at the meeting or otherwise eligible
to vote is required for termination.
Section 8. Vacancy of Office
In the event that a member of the Board
of Trustees resigns or is terminated by a vote of the membership, a special
meeting of the membership will be held within two weeks after receiving
nominations to elect a replacement. The newly elected Trustee will
immediately take a seat on the Board.
Officers and Duties
Section 1. Number
There shall be four (4) officers of
the Board of Trustees consisting of a Chairman, Vice Chairman, Secretary,
Section 2. Selection
The incoming Board of Trustees shall
meet within two weeks after their election and select from among their
members the officers for the upcoming year.
Section 3. Duties
Will convene and preside over all Board
meetings or arrange for another member to preside in their place in the
following order: Vice Chairman, Secretary, and Treasurer.
Shall set the agenda for each meeting in
advance and provide that agenda to the Secretary for notice to all Board
Shall be an automatic member of all standing
Will preside over all membership meetings.
Shall assume the duties of the Chairman
when the Chairman is unavailable.
Shall give proper notice of the time, place,
and agenda for all Board and membership meetings.
Shall be responsible for keeping the records
of all Board actions, including the taking of minutes at all Board and
Shall be the custodian of the records of
the PAS and maintain the corporate records.
Shall serve as the Chief Elections Officer
at the annual meeting for election of the Board of Trustees.
Shall handle the finances for the PAS, record
deposits, keep all receipts, and disperse all funds.
Shall keep the Board of Trustees and the
membership updated on the financial status of the PAS through quarterly
Shall be an automatic member of the Finance
and Fundraising committees.
Section 1. Number
There shall be three (3) standing committees—Finance,
Fundraising, and Health & Welfare. The Board of Trustees may
create additional committees, as needed.
Section 2. Selection, Meetings,
A majority vote of the Board of Trustees
shall appoint committee chairmen. Volunteers from the membership
shall serve on all committees. Each committee chairman will appoint
a committee member to take minutes of all meetings which shall be presented
during Board of Trustee meetings. Each standing committee shall meet at
their discretion, but not less than quarterly.
Section 3. Duties of Standing
A. Finance Committee
1) Shall oversee the financial recordkeeping of the PAS.
2) Shall assist the Treasurer in the preparation of financial
reports for the Board of Trustees, the membership, and necessary government
3) Shall prepare an annual operating budget.
B. Fundraising Committee
1) Shall be responsible for organizing fundraising events.
2) Shall develop a plan and propose a calendar of events to
meet budget requirements.
3) Shall be responsible for public education and community
C. Health & Welfare
1) Shall handle all aspects of animal care, adoptions, and
fostering program in compliance with the rules and procedures adopted
by the Board of Trustees.
Conflict of Interest
No member shall serve on a committee
or vote on a question in which they have a direct or indirect personal
or pecuniary interest not in common with other member of the PAS.
In such circumstances, the member should abstain from serving or voting.
The rules contained in the most current
edition of Robert’s Rules of Order shall govern the PAS in all cases in
which they are applicable and in which they are not inconsistent with
these Bylaws, any special rules of order the PAS may adopt, and the laws
of the State of Ohio.
Dissolution of the PAS
Upon the dissolution of the corporation,
the Board of Trustees shall, after paying or making provision for payment
of all the liabilities of the corporation, dispose of all the residual
assets of the corporation by turning them over to one or more animal welfare
organization, as described in Sections 501(c)(3) and 170(c)(2) of the
Internal Revenue Code, or in the corresponding provision of any future
U.S. Internal Revenue Code or of the tax code of the Federal, State, or
Amendments of Bylaws
These Bylaws may be amended, revised,
or repealed, when necessary, by two-thirds (2/3) vote of the membership
present at the meeting or otherwise eligible to vote, or as otherwise
required by law. Proposed changes must be submitted by the Secretary
to the membership in writing two weeks prior to a meeting scheduled for
Adoption and Certification
These Bylaws were approved by a majority
vote of the membership present at the organizational meeting of the PAS
dated June ______, 2003 in the City of Parma, Ohio.
Vice Chairman: ___________________________________