BYLAWS OF THE
FRIENDS OF THE
ORANGE COUNTY ANIMAL SHELTER
ARTICLE I. NAME AND LEGAL BASIS
Section
1. The name of this organization shall be the
Friends of the Orange County Animal Shelter, Inc. (hereinafter “FOCAS”), a nonprofit
organization incorporated under the laws of the State of North Carolina
governing nonprofit educational and charitable corporations.
Section
2. The organization is formed and operated on a
nonprofit basis; no part of any net earning and no
dividends or other profits shall accrue to the benefit of any member or
individual.
ARTICLE
II. PURPOSE
The Friends of the
Orange County Animal Shelter (FOCAS) was formed to help support and enhance the
general operation of the Orange County
Animal
Shelter. FOCAS may also address more general animal
welfare issues.
FOCAS is an
organization of volunteers, independent of the Orange County government and
operating with its own elected Board of Directors.
ARTICLE
III. MEMBERSHIP
Section 1: This will be a non-member organization with
only a Board of Directors
ARTICLE
IV. THE BOARD OF DIRECTORS
Section
1. The Board of Directors shall consist of not
more than 5 members who shall serve without pay and shall, except as
hereinafter provided, serve three-year terms.
The Board of Directors shall be responsible for establishing the
policies of the Board.
Section
2. Directors may be reelected to any number of
terms on the Board. Nominations to the
Board will be made at a meeting called for that purpose and new or succeeding
Board members will be elected by the current Board at that meeting.
Section
3. The Board may remove any Board member for cause,
including but not limited to unsatisfactory attendance at board meetings, by a
vote of two-thirds of the total Board.
Section
4. Should a board member resign, be unable to
complete his or her term of office, or otherwise cease to be a member of the
board, the Board of Directors, by majority vote of all remaining Directors, may
fill any vacancy on the Board for the unexpired term of such positions.
Section
5. The Board of Directors shall establish the
policies of the Society which shall be implemented by the officers.
ARTICLE
V. OFFICERS
Section 1: The officers shall be a President and a Vice
President. Officers shall serve for one
year or until a successor is duly qualified or until they are removed from
office as provided in section three below.
Section
2. Annually at the meeting of the Board of
Directors, or as soon thereafter as practicable, the Board of Directors shall
nominate and elect the officers of the Board form among members of the Board of
Directors by a majority vote of the Directors present.
Section
3. The Board of Directors, by a two-thirds vote
of all its members, may remove any officer or declare any office vacant and
elect a successor to fill the unexpired term.
Section
4. The duties of the officers shall be as follows:
a)
The
President shall represent the Society in such situations where he/she deems it
to be appropriate and prepare the agenda for and preside at meetings of the
Board.
b) The Vice President shall:
(1)
Perform the duties of the president in the absence
or disability of the President; and
(2)
Support
the President and perform such duties as are
delegated to him/her by the President.
ARTICLE
VI. MEETINGS
Section
1. There shall be a meeting of the Board of
Directors annually at a time and place determined by the Board. This may be a phone meeting.
ARTICLE VI: AMENDMENTS
These Bylaws may be
repealed, altered, or amended as follows:
Any proposed alteration shall first be submitted in writing to the Board
of Directors prior to a meeting of the Board to consider any amendments. If there is a quorum at such meeting the
changes may be approved by a two-thirds vote of the Directors present. In addition to adopting or rejecting proposed
changes to the Bylaws, the Board shall designate when any changes shall become
effective.
ARTICLE X: DISSOLUTION AND DISTRIBUTION OF ASSETS.
No part of the net
earnings of the Corporation shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that the
Corporation shall be authorized and empowered to pay reasonable compensation
for services rendered to the Corporation and to make payments and distributions
in furtherance of the purposes set forth herein. The Corporation may be
dissolved and its assets and liabilities liquidated in such manner as the Board
of Directors shall resolve, provided that upon dissolution, after payment of
all debts, no part of the remaining assets may be distributed to any trustee,
member, or officer of the Corporation but shall be distributed as the Articles
of Incorporation direct in accordance with such laws and regulations as may be
applicable thereto, provided, however, that the distribution must be to another
organization exempt under Section 501(c)(3) of the United States Internal
Revenue Code of 1954, as amended. (Or the corresponding provision of any future
United States Internal Revenue Law), or to the United States, state or local
governments, for a public purpose.
incorporated:
September 30, 2003
bylaws approved:
3/11/2004
amended name change: 7/8/04
amended 5/1/19