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