Bylaws of PetLinker, Inc.

  1. Statements of Mission, Goals, Ethics, etc.

    1. Mission Statement
      To help lost pets find their way home.
  2. Members

    1. Classes, Qualifications and Rights of Members
      1. Classes There shall be one class of Members.
      2. Qualifications All persons who are active volunteers with PetLinker, or who are organizational representatives, shall be eligible for membership.
      3. Rights Members shall have the right to vote at meetings of Members, and shall have the right to attend Board meetings, and to have their concerns heard. Members shall have the right to inspect all books and records of the Corporation, for any proper purpose, at any reasonable time. If dismissed, a Member shall have the right to appeal such dismissal to the Board of Directors.
    2. Appointment and Dismissal of Members
      1. Manner of Appointment of Members A Membership Committee, to be designated by the Board of Directors, shall invite eligible persons to join. A roll of Members, and their addresses, shall be kept on the PetLinker Volunteer Website by the Secretary. Membership shall be for one year, but active Members in good standing shall have their memberships renewed by the Secretary.
      2. Dismissal of Members Any member charged or convicted with animal or human cruelty, neglect, abuse, or hoarding shall be dismissed as a Member, by the Membership Committee.
    3. Meetings of Members and Quorum
      1. Annual Meeting There shall be an Annual Meeting of Members each year, at a time and place to be determined by the Board of Directors. The purposes of the Annual Meeting shall be:
        • To elect a Board of Directors,
        • To conduct any lawful business of the Corporation that the Members deem appropriate.
        The time and place of the Annual Meeting shall be announced by email at least one month in advance.
      2. Other Regular Meetings of Members The Members may vote to have Regular Meetings more frequently than annually, and may specify details such as time, place, mode of notification, etc.
      3. Special Meetings Special Meetings of Members may be called by the President, the Vice President, the Board of Directors, or by a group constituting at least 5% of Members.
      4. Quorum A quorum of the Members shall consist of one third of all Members.

  3. Board of Directors

    1. Number The Board of Directors shall consist of at least three, but not more than fifteen persons.
    2. Election of Directors The Directors shall serve one year terms, and shall be elected at an Annual Meeting of Members. If a quorum is not attained at the Annual Meeting of Members, Directors may be elected by the Board. When vacancies in the Board occur, they may be filled by the remaining Board Members. Directors may serve consecutive terms, if so elected.
    3. Meetings of the Directors and Quorum
      1. Regular Meetings Regular Meetings of the Directors shall be held at a time and place determined by the Directors. Regular Meetings of the Directors shall be open to all Members, although the Members shall not vote. Regular Meetings shall be held monthly, at a given time and place, unless rescheduled, or deemed unnecesssary.
      2. Special Meetings Special Meetings of the Directors may be called by the President, Vice President, or any two Directors.
      3. Electronic Format Allowed for Certain Meetings Special Meetings of the Directors (and Committee Meetings) may be held electronically, i.e. by phone, email, or other conferencing mechanism:
        • providing that all Directors (or Committee Members) have access to the conferencing mechanism,
        • and that all communications are made to all Directors (or Committee Members), in order to share views appropriately.
      4. Notice Notice of all Director's Meetings shall be posted on the Volunteer Website. Email Notice shall be sent to each Director. Notice shall be made at least 3 days in advance, and shall include the purpose, date, time, and place of the Meeting.
      5. Quorum A quorum of at least three fifths of the sitting Directors must be present before business can be transacted or motions made or passed.
    4. Duties and Responsibilities The Board of Directors shall control and manage all the affairs of the corporation in accordance with these Bylaws and shall have the power to authorize all acts on behalf of the Corporation.
    5. Committees The Directors may delegate specific duties and responsibilities either to individual persons or to Committees. Each Committee shall maintain minutes of its meetings, which shall be posted on the PetLinker Volunteer Website. Either the President or one of the Vice Presidents shall be a member of all Committees.
      • A Membership Committee shall be designated by the Board. The Membership Committee shall appoint new Members, dismiss Members when appropriate, and maintain a Roll of Members and their addresses.
  4. Officers of the Corporation

    1. Election of Officers The Officers shall be drawn from the Board of Directors and shall be elected annually by the Directors. The election shall take place at the first Regular Director's Meeting after the Annual Member's meeting. The officers shall consist of a President, Vice President, Secretary, and Treasurer.

      One individual may hold more than one office, except that the President and the Secretary must be different persons.

    2. Duties of the Officers
      1. President
        • The President shall preside over Board Meetings, and Member Meetings, and shall perform duties as may be assigned by the Board of Directors or the Members.
        • The President may, during the absence of any Officer, delegate said Officer's duties to any other Officer or Director.
        • The President shall develop and recommend policies to the Board of Directors.
        • The President shall solicit participation of individuals and community organizations in support of the Corporation's programs.
        • The President, with the assistance of the Treasurer, shall administer and maintain control over the finances of the Corporation.
        • From time to time, the President may appoint one or more Assistants to the President, Vice President, Secretary, or Treasurer, as needed to assist the Officers and the Committees in carrying out their duties. These Assistant Officers need not be members of the Board of Directors.
      2. Vice President The Vice President shall preside over meetings in the absence of the President, and shall assist the President, in carrying out his duties.
      3. Secretary
        • The Secretary shall take minutes of the meetings of its Board and Members, and shall post these minutes on the PetLinker Volunteer Website.
        • The Secretary shall keep a record of the names and addresses of all Directors, Officers, and Members entitled to vote.
      4. Treasurer
        • The Treasurer shall keep correct and complete books and records of all financial accounts of the Corporation.
        • The Treasurer shall make monthly and annual financial reports to the Board of Directors, and shall file the annual tax returns, the Annual Corporation Permit, and other required legal documents.
        • The Treasurer shall post financial reports and documents on the PetLinker Volunteer Website.
        • The Treasurer shall acknowledge all financial contributions.
  5. Finance

    All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in one or more special accounts to be designated by the Board of Directors. All disbursements of said funds shall be made with the approval of the Board of Directors. All disbursements shall be made by check, and all checks, drafts, orders for the payment of money, notes and other evidence of indebtedness shall be approved by resolution of the Board of Directors.

    The Directors shall draft a policy statement for the handling of funds.

  6. Bylaws

    These Bylaws can be amended or replaced by either the Directors (or the Members) at a Regular Meeting of the same. A simple majority of all Directors (or of all Members) is required to change the Bylaws. The time and place of such meetings and the text of such changes must be announced at least 2 weeks in advance, unless all Directors (or Members) unanimously agree to the change.
  7. Compensation and Loans Disallowed

    1. Compensation No compensation shall be paid to any Director or Officer for their services as such. No dividend shall be paid and no part of the income or profit of the Corporation shall be distributed to its Members, Directors or Officers.
    2. Loans Loans shall not be made by the Corporation to any Member, or Director, or Officer of the Corporation.
  8. Non-Liability, and Indemnification

    1. Non-Liability Neither the Members, nor the Directors, nor the Officers of the Corporation shall be liable for the obligations of the Corporation.
    2. Indemnification Each present and future director and elective officer, whether or not then in office, shall be indemnified by the Corporation against expenses actually and necessarily incurred by or imposed upon her, in connection with the defense of any action, suit or proceeding in which she is made a party by reason of being, or having been, a Director or Officer of the Corporation, except in relation to matters as to which she shall be adjudged in such action suit, or proceeding, to be liable for negligence, or misconduct in the performance of duty for the Corporation. Such indemnification shall not be deemed exclusive of other rights to which such director or officer may be entitled as a matter of law, or otherwise.
  9. Parliamentary Authority

    Robert's Rules of Order, as most recently revised, shall be the Parliamentary Authority.
  10. Distribution of Assets on Dissolution

    In the event of a dissolution, the assets of the Corporation shall be turned over to one or more animal rescue organizations described in Section 501 (c)(3) of the Internal Revenue Code. No Director or Officer, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
Approved 4/12/2011