HOPE AACR Bylaws



BYLAWS

OF

HOPE

Animal-Assisted Crisis Response

an Oregon Nonprofit Corporation

Approved by the Board of Directors

August 7, 2017

ARTICLE I

Corporation Name

Section 1.01 - Corporate Name

1) The name of this corporation shall be “HOPE Animal-Assisted Crisis Response”.

ARTICLE II

Offices; Non-Profit Status; Assets

Section 2.01 - Principal Offices

1) The principal Executive office shall be fixed by the Board of Directors at any place within or outside the State of Oregon.

2) Any change of the principal office location shall be filed with the Oregon Secretary of State.

3) The Board of Directors shall designate and maintain a Registered Agent within the State of Oregon, whenever the principal office is located outside the State.  Otherwise the principal office shall be so registered with the Oregon Secretary of State.

Section 2.02 - Other Offices

1) The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business, and may change the location of any office of the corporation as necessary.

Section 2.03 - Nonprofit Public Benefit Corporation

1) This corporation has been formed under the Oregon Nonprofit Corporation Act for the purposes described in the corporation’s Articles of Incorporation and in Article III, Section 3.02 of these Bylaws, and it shall be nonprofit and nonpartisan.

2) No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote.

Section 2.04 - Dedication of Assets

1) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income (that is, income after taxes, expenses, and any other costs associated with operating the corporation) or assets of this corporation shall ever inure to the benefit of any Director, Officer, or Member thereof, or to the benefit of any private person.

2) Upon the dissolution of this corporation, any assets remaining after payment, or provision of payment of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established tax exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended. The Board of Directors shall determine how remaining assets are distributed.

ARTICLE III

Objectives and Purposes

SECTION 3.01 – OBJECTIVES

1) HOPE Animal-Assisted Crisis Response is a nonprofit public benefit corporation dedicated to providing animal-assisted emotional support services.

2) The objectives of this corporation will be carried out through certified human/canine teams and team leaders who have been trained to provide comfort and encouragement to people affected by crises and disasters.

SECTION 3.02 – PURPOSES

1) This corporation is operated exclusively for public benefit charitable and educational purposes within the definitions of section 501(c)(3) of the Internal Revenue Code, as amended.

2) This corporation shall not engage in any activities or exercise any powers that are not in furtherance of these objectives and purposes.

SECTION 3.03 – MISSION STATEMENT

1) The mission of this corporation shall be, “To provide comfort and encouragement through animal-assisted support to individuals affected by crises and disasters.”

ARTICLE IV

Members; Rights and Obligations

Section 4.01 - Volunteer Members

1) This corporation shall consist solely of volunteer members.

2) No member shall receive or accept compensation for any services rendered to either the corporation or for clients of the corporation, in any form whatsoever.

3) Members with voting rights shall be referred to as “Member(s)”.

Section 4.02 – Membership Classes

1) This corporation shall have two (2) classes of members. All classes of members may attend member meetings and social events. The classes of membership are:

a) Certified Team – A Certified Team is defined as an individual person with a dog, who together, have completed and passed the required training and have met all other membership requirements. This class of Member must continue to meet all ongoing membership requirements; pay annual dues, as set by the Board of Directors; shall have full voting rights; may hold any elected or appointed position; serve on and chair committees; and may be called upon to deliver crisis response services with their certified dog. A Member may be certified with more than one dog, but can work with only one dog at a time.

b) Certified Team Leader – A Certified Team Leader is defined as an individual person, without a dog, who has completed and passed the required training and has met all other membership requirements. This class of Member must continue to meet all ongoing membership requirements; pay annual dues, as set by the Board of Directors; shall have voting rights; may hold any elected or appointed position; may serve on and chair committees; and may be called upon to deliver crisis response services as a Team Leader.

Section 4.03 - Discrimination

1) This organization shall not discriminate against individuals for reasons of: race, age, gender, religious affiliations, cultural differences, sexual identification, or sexual preferences and this corporation shall encourage ethnic diversity.

2) This organization shall not discriminate against any particular breed of dog.

Section 4.04 – Fees, Dues, and Assessments

1) All Certified and Supporting members must pay fees, dues, and assessments, within the time and on the conditions set by the board of directors.

Section 4.05 - Members in Good Standing

1) Members are considered to be in good standing if they are current with dues, not on suspension, and have met all continuing education requirements, when applicable, as set forth by HOPE policies and procedures, as approved by the board of directors.

Section 4.06 - Leave of Absence

1) Any Member in good standing may elect to take up to six month’s leave of absence from the organization, after notifying their Regional Director in writing.

2) Members on an approved Leave of Absence will be taken off active service status during their absence, and the Membership Chair will so designate the person as on an approved leave on the membership roster.

3) After the leave period, the Member must become current with required dues, and they must resume continuing education and training requirements.

4) A Member may elect to request up to six additional months leave of absence by notifying their Regional Director in writing.

5) A Member who does not return to active service status within sixty (60) days of the end of their approved leave of absence, shall have their membership terminated. Written notice of termination shall be sent to the Member’s last known mailing address and last known email address as shown on corporation records.  This notice shall be sent at least thirty (30) days prior to such termination.

Section 4.07 – Membership Termination

1) The membership of a Member shall terminate in the following cases:

a) Resignation: A Member may resign at any time by submitting a letter of resignation in writing to the corporation. The effective date of the resignation shall be when the corporation receives the letter of resignation, or at such time as is indicated in the letter.

b) Death: Upon the death of a Member their membership shall terminate.

c) Failure to pay dues: A Member may be terminated for failure to pay dues within the times and conditions set forth by the board of directors.  A Member whose dues are in default on the first day of the third month following the members’ designated dues payment date shall have their membership terminated, provided notice has been sent in writing to the Member’s last known mailing address and last known email address as shown on corporation records, at least thirty (30) days prior to the termination date.

2) The Board of Directors may terminate an individual’s membership if:

a) A Member has been declared to be of unsound mind by order of a court.

b) A Member has been convicted of a felony.

c) A Member is found by final order or judgment of any court to have breached a duty under the Oregon Nonprofit Corporation Act.

d) A Member violates the ethical standards or polices, and procedures of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.

3) A Member facing termination by the Board of Directors shall be given written notice sent to the Member’s last known mailing address by first class or certified mail and last known email address as shown on corporation records, not less than thirty (30) days prior to the termination date, with the reasons for such action taken by the board of directors.

4) A Member facing termination is entitled to be heard by the Board of Directors, in writing, not less than ten (10) days before the effective date of termination.

5) A Member terminated by the Board of Directors may only be reinstated by a two-thirds (2/3) vote of the Board of Directors.

Section 4.08 – Suspension of Members

1) The Board of Directors may suspend a Member from active service status who violates the ethical standards or policies and procedures of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.

2) A Member facing suspension shall be sent written notice to the Member’s last known mailing address by first class or certified mail and last known email address as shown on corporation records not less than thirty (30) days prior to the suspension date, with the reasons for such action taken by the Board of Directors.

3) A Member facing suspension is entitled to be heard by the Board of Directors, in writing, not less than ten (10) days before the effective date of the suspension.

4) A suspended Member shall be given written notice of the conditions that must be met before the suspension can be lifted, and how the Member can be considered for reinstatement once all conditions have been met.

5) A suspended Member must meet all requirements of the membership class they seek to be reinstated to.

6) A suspended Member can only be reinstated by a majority vote of the board of directors.

Section 4.09 – Canine Misconduct

1) The Board of Directors may terminate or suspend any certified dog whose behavior violates standards of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.

2) A Member, whose certified dog is facing termination or suspension, shall be sent written notice to the Member’s last known mailing address and last known email address as shown on corporation records, not less than thirty (30) days prior to the expulsion or suspension date, with the reasons for such action taken by the board of directors.

3) A Member whose dog is facing termination or suspension, is entitled to be heard by the Board of Directors, orally or in writing, not less than ten (10) days before the effective date of expulsion or suspension.

4) In the case of a certified dog’s suspension, the Member shall be given written notice of the conditions that must be met before the suspended animal can be considered for reinstatement.

5) A suspended certified dog can only be reinstated by a majority vote of the Board of Directors.

6) A certified dog that has been terminated from membership is not eligible for reinstatement.

Section 4.10 – Membership Reinstatement

1) Individuals that have terminated membership may be considered for reinstatement provided they submit a new application for membership, pass required training and certifications, and make payment of appropriate fees, dues, and assessments.

2) Individuals seeking membership reinstatement must be approved for reinstatement by the Board of Directors.

Section 4.11 – Non-Transferable Membership

1) A Member may not transfer their membership, or any right or obligation arising under it, to another individual.

Section 4.12 – Annual and Regular Meetings

1) An Annual Meeting of members shall be held every year at a time and place so designated by the Board of Directors.

2) Regular meetings of members may be held at a time and place so designated by the Board of Directors.

3) In the absence of a designated place of meeting, all regular members’ meetings shall be held at the Principal Executive Office of the corporation.

4) At the Annual Meeting the following may be considered:

a) The President, Members of the Executive Committee, or members of the Board, or any other person so designated by the President, shall report on the activities and financial condition of the corporation.

b) Members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Section 4.14.

Section 4.13 - Special Meetings of Members

1) Special meetings of Members may be called in the following cases:

a) A special meeting may be called by a majority of the Board of Directors;

b) If twenty-five percent (25%) or more of Members sign, date and deliver by Certified Mail to the corporation’s Secretary one or more written demands for a meeting, describing the purpose or purposes for which it is to be held.

2) The record date for Members entitled to demand a special meeting is the date the first Member signs the demand.

3) If a notice for special meeting demanded under subsection (2) is not sent out by the corporation within sixty (60) days after the date the written demand(s) are delivered to the corporation’s Secretary then, the Member initiating and signing the demand(s) may set the time and place of the special meeting, and shall give notice to all Members pursuant to Section 4.14.

4) Special meetings of Members may be held in or out of the State of Oregon, at the place and time so designated by the Board of Directors.

5) If a place is not stated in a notice of special meeting of Members, then the meeting shall be held at the Principal Office of the corporation.

6) Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of Members.

Section 4.14 - Notice of Meetings

1) All notice of meetings of Members shall be sent or otherwise given in accordance with Section 4.15, not less than thirty (30) days before the meeting.  All notice of meetings should specify the place and time of the meeting, and:

a) Notice of a special meeting must include the purpose or purposes for which the meeting is called;

b) Notice of the annual meeting shall include a description of any matter or matters that require Members’ approval.

Section 4.15 - Notice Methods

1) Notice of meetings shall be sent in writing by one or more of the following methods:

a) U.S. Mail sent to the Members last known mailing address.

b) Email sent to the Members last known email address.

c) Private carrier sent to the Members last known mailing address.

d) By posting a notice on the corporation web site calendar page.

2) Notice of meetings shall be effective at the earliest of the following:

a) When received;

b) Five days after its postmark, if mailed by United States Mail correctly addressed and with first class postage affixed;

c) Thirty days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or

3) Written notice is effective if addressed to the Member's last known address shown in the corporation's current list of Members.

4) A written notice posted on the corporate web site calendar page shall be effective if posted not less than thirty (30) days from the meeting date.

Section 4.16 - Waiver of Notice

1) A Member may at any time waive any notice required by Section 4.15.  The waiver must be in writing, be signed by the Member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

2) A Member’s attendance at a meeting waives objection to:

a) Lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 4.17 - Record Date

1) For purposes of determining the Members entitled to a notice of any meeting, to vote, or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than twenty (20) days prior to the date of any such meeting; nor more than sixty (60) days prior to such action without a meeting; and in such a case only the Members of record at the close of business on the date so fixed are entitled to notice, and to vote or give consent, as the case may be, except as otherwise provided in the Oregon Nonprofit Corporate Act.

2) If the Board of Directors does not set a record date:

a) The record date shall be the day on which first notice is mailed or otherwise transmitted to Members in accordance with Section 4.15;

b) For determining Members entitled to notice of, or to vote at a meeting of Members, shall be at the close of business on the preceding day on which notice is given or, if notice is waived, at the close of business on the day preceding the day the meeting is held; and;

c) The record date for determining Members entitled to give consent to corporation actions without a meeting, (A) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (B) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 4.18 - Quorum

1) The presence of 25% of the Members eligible to vote at any annual, regular or special meeting of the membership shall constitute a quorum. Presence may include electronic means by which all members at the meeting can communicate with one another.

2) The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of a quorum.

Section 4.19 - Adjourned Meeting and Notice Thereof

1) Any Members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Members at such meeting, but in the absence of a quorum, no other business may be transacted at such a meeting, except as otherwise provided in these Bylaws.

2) When any meeting of Members, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each Member of record entitled to vote at the adjourned meeting in accordance with the provisions of this Article IV.

Section 4.20 - Voting

1) The Members entitled to vote at any meeting of Members shall be determined in accordance with the provisions of Section 4.02.

2) Such votes may be by voice or ballot.

3) Elections for Board Directors or Regional Directors shall be by web based ballot.

4) If a quorum is present, the affirmative vote of a majority of the Members at a meeting, and entitled to vote on any matter, shall be the act of the Members, provided due notice of a meeting was provided. Presence may include electronic means by which all members at the meeting can communicate with one another.

ARTICLE V

Dues and Finances

Section 5.01 - Member Dues

1) The corporate dues for each category of membership shall be set by the Board of Directors. Members shall be notified of any dues changes at least thirty (30) days prior to a payment being due.

Section 5.02 - Payment Of Dues

1) Annual dues shall be payable on or before January 31st of each year.  Annual dues shall be prorated quarterly for new members joining after January 31st, or for members returning from a leave of absence.

Section 5.03 - Fees And Assessments

1) The Board of Directors may fix fees and assessments from time to time as it deems appropriate.

Section 5.04 - Budget

1) The proposed budget for each year shall be presented to the Board of Directors by the Treasurer not later than December 1st of the preceding year.

2) The Board of Directors is empowered to make any changes in the proposed budget necessitated by circumstances and consistent with the priorities of the corporation at the time of approval and over the course of the fiscal year.

3) The budget shall be approved by a majority of the Board of Directors.

4) The approved budget shall be made available at the annual meeting of the membership, and shall be available on the corporate web site to Members only.

5) Any member may request a copy of the budget from the Secretary or Treasurer.

Section 5.05 - Depository

1) The Board of Directors shall select and designate a bank or trust company, as it deems advisable, as official depository of the funds of the corporation, and prescribe the manner in which such funds shall be withdrawn.

Section 5.06 - Checks, Drafts, and Evidences of Indebtedness

1) All checks, drafts or other forms of payment of money issued in the name of the corporation shall be signed or endorsed by the Treasurer and/or other persons determined by the Board of Directors.

2) All notes or other evidences of indebtedness of $2,500 or more, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

3) The Treasurer and at least one other person from the Executive Committee should have access to banking records at all times.

Section 5.07 - Financial Reports

1) The Treasurer shall provide a written report of the financial condition of the corporation to the Board of Directors at the annual board meeting;

2) And, at all regularly scheduled Board of Directors meetings.

Section 5.08 - Fiscal Year

1) The fiscal year shall be from January 1st to December 31st.  The Board of Directors may change the fiscal year as necessary.

ARTICLE VI

Board of Directors; Officers

Section 6.01 - Board Of Directors

1) Subject to the provisions of the Oregon Nonprofit Public Benefit Corporation Law, and any limitations in the Articles of Incorporation or Bylaws of this corporation, relating to actions required to be approved by the Members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors.

2) The Board of Directors shall consist of elected or appointed Members of the corporation who are not in violation of any clause of the HOPE AACR Conflict of Interest Policy.

3) Directors must agree to provide for their own transportation to Board meetings and be willing to incur any other expenses associated with service on the Board.

Section 6.02 - Powers and Duties of the Board

1) Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the power and authority to:

a) Select and remove all officers, agents, and employees of the corporation, prescribe such powers and duties for them as are not inconsistent with law, the Articles of Incorporation or these Bylaws, and shall determine their compensation;

b) Change the Principal Executive Office or the Principal Business Office in the State of Oregon from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency and conduct business within or outside the State of Oregon; adopt, make and use a corporate name; and

c) Borrow money and incur indebtedness for the purposes of the corporation, and cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore.

Section 6.03 - Number of Directors; Designations; Election Rotation

1) The authorized number of directors of this corporation shall be between ten (10) and twelve (12).

2) Each region established by the Board of Directors shall have one (1) Director seat reserved specifically and only for Members of that region to vote on.

3) Directors from the Southeast Region (SER), Central Gulf Coast Region (CGC), and Midwest Region (MWR) will take office in even numbered years.

4) Directors from Eastern United States Region (EUS), Rocky Mountain Region (RMR), Pacific Southwest Region (PSW) and Pacific Northwest Region (PNW) will take office in odd numbered years.

5) Three (3) Director-at-Large seats will be appointed by the Board of Directors.

6) The appointed Director-at-Large seats are determined by a majority vote of the Board of Directors.

7) Director-at-Large Seat 1 and Director-at-Large Seat 2 will be appointed between Dec. 1st and Dec. 12th to begin office in even numbered years.

8) Director-at-Large Seat 3 will be appointed between Dec. 1st and Dec. 12th to begin office in odd numbered years.

9) The Past President, at the end of their service as President, and if they are not serving another term as a Board of Director (either Regionally elected or an appointed Director-at-Large) shall serve one (1) additional year as an Advisor to the Board.

Section 6.04 - Terms of Office; Term Limits

1) Elected Directors shall serve a term of two (2) years.

2) Appointed Directors-at-Large shall serve a term of two (2) years.

3) There shall be no term limits for directors.

Section 6.05 – Board of Director Elections

1) Election schedule:

a) Elections for Board seats shall take place every year.

b) Elections shall be conducted from October 1st to November 10th.

c) Election results shall be announced by a Board Member selected by the BOD by November 15th.

d) Board Member terms begin/end at the Board of Director meeting during the first quarter of the year.

2) Nominations:

a) The Secretary will forward the list of their Members in good standing to the Elections Committee by September 25th. This list will serve as the list of members eligible to vote in this election.

b) The election committee shall open nominations for Board of Director seats by notifying all members in good standing via email.

c) The nomination period shall be from October 1st to October 15.

d) Members in good standing seeking the position of Board Member must provide signed copies of the Conflict of Interest form and have two years membership in HOPE AACR including one year serving on a committee or as a Regional Director or Area Coordinator to be eligible as a candidate for the election.

e) Members seeking the position of Board Director must provide a brief biography and photo to the election committee, no later than one week after the nomination closing date. Nominee biographies and photos will be included on the internal HOPE web site.

f) The election committee shall notify the Membership via email when nominations are closed on October 15th.

g) The membership will be notified when a nomination has been received including the name of the member who has been nominated. It will be noted that the nomination will only be accepted after the Elections Committee has verified eligibility.

3) Ballots:

a) Once the nomination period is closed, the election committee will provide the HOPE webmaster the eligible nominee names and biographies for publication on the ballot web pages.

b) A separate ballot shall be created for each region.

c) Nominee names from each region will be placed on the ballot for their region.

d) Ballots shall be created listing each nominee’s name, in alphabetical order, and shall provide a link where Members can view each candidate’s biography and photo, if provided.

e) Ballots shall include an input field for the voting Member’s name, email address, and the date they voted, unless the voting system provides a mechanism to insure each member can only vote once.

f) All ballots shall be configured to automatically be emailed to the election committee email address, or tracked by the electronic database.

g) The webmaster shall make the ballot web pages available to the election committee by October 25th for review by the committee.

h) Once the ballots are approved by the Election Committee, the Committee Chair shall forward the ballot web page links to the Board of Directors for validation purposes. The Board, excluding any Board member on the ballot, will validate that the ballots meets the requirements of the HOPE AACR bylaws using the unanimous consent procedure. The Board of Directors, excluding any Board member on a ballot, will have three days to raise any issues.

i) Once approved by the Election Committee, and validated by the Board of Directors, the Election Committee will start the voting process by notifying by email all Members in good standing.

j) Voting shall take place beginning November 1st and shall end November 10th.

4) Election Results:

a) The Election Committee will notify the President, or appointed Member of the Board, with the results of each election by November 12th.

b) The President, or appointed Member of the Board, will announce the election results for the Regional Seats to the Membership no later than November 15th. The Appointed Director-at-Large seats will be announced to the Membership no later than December 15th.

c) If a tie vote occurs, a run-off election will be conducted within seven days of the announcement of the tied vote. Members will be given seven days to vote again. In the event a tie vote occurs a second time, the board of directors will vote to break the tie.

d) If a run-off election is necessary, the President, or appointed Member of the Board, shall announce the results to the Membership not later than three days after the Election Committee notifies the President, or appointed Member of the Board.

e) Nominees that receive the largest number of votes will win the Board seat for their region.

Section 6.06 - Removal of Directors

1) Any Director may be removed with or without a stated cause, at any Board meeting, by a two-thirds (2/3) vote of the Board of Directors, excluding vacancies and the Director to be removed.

2) When a removal of a Director vote is one of the purposes of a meeting, notice must be given to each Director, in the time and manner as required for a Board meeting notice.

3) A reduction in the number of authorized Directors shall not result in removing any Director prior to the expiration of their term of office.

4) Directors may be removed with or without a stated cause, from office by a majority vote of all Members of the region that elected them.

5) Directors who miss three (3) consecutive regularly scheduled board meetings will forfeit their seat. The President will notify the Director in question. The Board of Directors, not including the Director in question, may vote to retain the Director by a 2/3 vote of the Board.

Section 6.07 - Director Resignations

1) Any Director may resign by giving written notice to the President or the Corporate Secretary or the Board of Directors as a whole.

2) A Directors resignation shall be effective when notice is received by the President or the Corporate Secretary or the Board of Directors as a whole, unless the notice specifies a time for its effectiveness. If the resignation of a Director is effective at a future time, the Board of Directors may appoint a successor to take office when the resignation becomes effective.

3) Resignations, once delivered, are irrevocable.

Section 6.08 - Board Vacancies

1) If a vacancy occurs in the first year of a Regionally elected seat’s term, a special election may be held in the region to fill the seat. The decision to hold a special election shall be made by the Board of Directors.

2) If a vacancy occurs because no one from the region runs, the Regionally elected seat shall remain unfilled until such time as someone from that region is willing to run during the first year of the term, or is willing to be appointed by the Board, but only during the second year of the term.

3) In the event a vacancy exists in the second year of the Regionally elected term, the President will solicit Members from the region to be appointed. If Member(s) in good standing from the affected region wish to fill the seat for the remainder of the term, the Board may appoint the Member to fill the vacant Regionally elected seat for the remainder of the term.

4) If a vacancy occurs in an appointed Director-at-Large seat, the Board of Directors can make an appointment to complete the term for that seat.

5) A vacancy shall be deemed to exist in the case of the death, a resignation takes effect, or after the removal of a Director, or when a new region is created, or if a seat goes unfilled.

Section 6.09 - Compensation of Directors

1) No compensation shall be paid to any Director for performing the duties for which they were elected.

Section 6.10 - Executive Officers; Elections & Terms

1) The Board of Directors will have four executive officers, specified as: President, Vice-President, Secretary, and Treasurer.

2) Executive officers must be elected or appointed members of the Board of Directors.

3) Executive officers shall be elected by a majority of the Board of Directors (excluding vacancies).

4) Executive officers shall be elected each year at the March Board meeting, with the following rotation: President and Secretary in even years; and, Vice-President and Treasurer in odd years. Vacancies will be filled by majority vote, and shall serve the remaining portion of the two year term.

5) Executive officers shall serve a term of two years, or until they no longer hold a seat on the Board.

6) There shall be no term limits for Executive Officers.

7) The Officers of the Corporation shall be the only members of the Executive Committee.

Section 6.11 - Duties of the President

1) The duties of the President shall be determined by these Bylaws, and as may be assigned by the Board of Directors. The following are designated duties of the President of the Corporation:

a) The President shall, subject to the direction of the Board of Directors, generally manage, and direct the business affairs of the corporation;

b) The President shall be responsible for overall operations of all regions;

c) The President shall preside at all meetings of the Members and at all meetings of the Board of Directors. In the event the President is absent from a meeting of Members or from a Board of Directors meeting, the Vice-President shall preside;

d) The President shall not vote on motions brought before the Board, except to create or break a tie, or to create or break a 2/3 vote;

e) The President may vote on motions when cast by ballot;

f) The President shall nominate Members as standing or special committee chairpersons, subject to approval by the Board of Directors;

g) The President shall be an ex-officio member of all standing and special committees, except where noted herein.

h) The President shall have the right to contribute to a committee and the right to vote on committee issues;

i) The President shall be the primary representative for the corporation to other organizations and to the public at large;

j) The President shall report the activities of this office to the Board of

Directors, and the Members on a quarterly basis at the scheduled Board meetings and at the Annual Membership Meeting;

k) Additional duties for the President may include signing contracts, signing checks, initiating all needed legal correspondence necessary for the operation of the organization, facilitating strategic planning and setting specific goals and objectives.

Section 6.12 - Duties of the Vice-President

1) The duties of the Vice-President shall be determined by these Bylaws, and as may be assigned by the Board of Directors. The following are designated duties of the Vice-President of the corporation:

a) The Vice-President shall assist the President in fulfilling duties so assigned by the Board of Directors and these Bylaws;

b) The Vice-President shall perform the duties of the President in case of their temporary absence;

c) The Vice-President shall become the acting-President in case the President can no longer serve, for whatever reason, and until such time the Board of Directors shall elect a new President;

d) The Vice-President shall serve as liaison to each standing committee according to the duties determined by the President;

e) The Vice-President shall ensure that all policy changes are incorporated into the bylaws or into the general policy documents of the organization;

f) The Vice-President may be required to sign checks.

g) The Vice-President shall be a member of the Fundraising Committee.

Section 6.13 - Duties of the Secretary

1) The duties of the Secretary shall be determined by these Bylaws, and as may be assigned by the Board of Directors. The following are designated duties of the Secretary of the corporation:

a) The Secretary of the corporation shall be the designated keeper of the corporate record;

b) The Secretary shall keep or cause to be kept, at the designated office, minutes of the proceedings of its Members, Board of Directors, and Committees of the Board;

c) The Secretary shall keep, or cause to be kept, the seal of the corporation in safe custody;

d) The Secretary shall keep or cause to be kept a record of the corporation Members, showing the name of all Members, their residence addresses, electronic contact information, and the class of membership held by each;

e) The Secretary shall be a standing member of the Membership Committee;

f) The Secretary shall give notice of Board of Director meetings and Membership meetings when directed by the Board of Directors.

Section 6.14 - Duties of the Treasurer

1) The duties of the Treasurer shall be determined by these Bylaws, and as may be assigned by the Board of Directors. The following are designated duties of the Treasurer of the corporation:

a) The Treasurer shall be designated the Chief Financial Officer (CFO);

b) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct records of accounts of the corporation and business transactions of the corporation including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and any other matters customarily included in financial statements;

c) The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors;

d) The Treasurer shall disburse, or cause to be disbursed, the funds of the corporation, as may be ordered by the Board of Directors;

e) The Treasurer shall render at such regular meetings of the Board of Directors, or at such other times as directed by the Board of Directors, an account of all financial transactions, and of the financial condition of the corporation;

f) The Treasurer shall deliver a draft budget for Board of Director approval no later than December 1st for the following fiscal year;

g) The Treasurer shall present an annual financial report for the previous year to the Board of Directors and the Membership by the first Board of Directors meeting of the following year, but no later than March 31st.

h) The Treasurer shall complete and file, or cause to be completed and filed, all necessary tax forms as required by state or federal law;

i) The Treasurer shall complete and file, or cause to be completed and filed, all other forms required by state or federal law.

Section 6.15 - Board Meetings

1) Board meetings shall be open for Members to attend, with the exception of Executive Sessions.

2) Executive sessions may be called for issues such as disciplinary or employment issues, discussion of liabilities, or other situations when open discussion of a topic could expose an individual to unwelcome attention or ridicule, or where the discussion itself could expose the organization to liability.

3) A schedule for Board meetings shall be published on the HOPE web site.

4) The Board of Directors shall hold at least four Board meetings during each calendar year.

5) Board meetings shall be held at a time and place so established by resolution of the Board of Directors.

6) A schedule for Board meetings for the coming year shall be established at each Annual Meeting of the Board of Directors.

7) The Board of Directors shall hold an annual in-person Board meeting, coinciding with the Annual Membership meeting.

8) Special Board meetings may be called by the President; or by two members of the Executive Committee; or by any three Directors.

Section 6.16 - Electronic Board Meetings

1) Members of the Board of Directors may participate in meetings through the use of telephone conferencing, video conferencing, or other communication methods if available.

2) Board members may transact business via email provided there is 100% participation of Board members, the vote is unanimous, and that the vote be ratified at the next regular Board meeting.

3) All electronic Board meetings shall be recorded, as necessary, into the corporate minute log by the Secretary of the corporation.

Section 6.17 - Notice of Meetings

1) The dates for all regularly scheduled Board meetings shall be posted on the HOPE Member’s Only web page.

2) The schedule for the coming year Board meetings shall be posted by December 30th of the preceding year.

3) Two (2) days notice for all special Board meetings shall be provided to each Director via email.

4) The Board of Directors shall receive an agenda for regular Board meetings no less than 48 hours before meetings.

5) The Board of directors shall receive an agenda for special Board meetings no less than 24 hours before meetings.

Section 6.18 - Waiver of Notice

1) The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting.

2) All such waivers of notice, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

Section 6.19 - Adjournment

1) A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

2) Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the adjournment of the meeting, to the Directors who were not present at the time of the adjournment.

Section 6.20 - Action Without Meeting

1) Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if conducted under e-motion procedures as established by the Board of Directors.  Such actions shall be filed with the minutes of the proceedings of the Board.

Section 6.21 - Quorum

1) A majority of the number of Directors shall constitute a quorum, excluding any vacancies, for the transaction of business, except to adjourn as hereinafter provided.

2) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the entire Board of Directors, and shall be subject to the provisions of Oregon State Law concerning such matters.

3) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 6.22 - Executive Director

1) The Board of Directors may employ a paid Executive Director and staff. The Executive Director shall have day-to-day administrative responsibility for the corporation, and shall carry out the Board's goals and policies.

2) The Executive Director shall report to the President.

ARTICLE VII

Regional Directors

Section 7.01 - Regional Directors

1) Each region shall have one Regional Director, held by an individual, and shall not be shared between two or more Members.

2) Regional Directors shall be elected by the Members of each region.

3) Regional Directors shall serve a term of two (2) years.

4) There shall be no term limits for Regional Directors.

5) Regional Directors shall report to the President.

6) Regional Directors shall be responsible for managing the day-to-day activities of their Region.

7) Regional Directors shall be responsible for the finances of their region with oversight by the Treasurer, President, and Board of Directors.

8) Regional Directors may appoint Members in their Region to the position of Regional Coordinator, subject to approval of the President. There may be more than one Regional Coordinator per region.

9) Regional Directors shall delegate responsibilities to Members in keeping with the principle of Span of Control as described by the Incident Command System.

10) Regional Directors may be elected to the Board of Directors.

Section 7.02 – Regional Director Elections

1) Election schedule:

a) Elections for Regional Directors position shall take place every year.

b) Rocky Mountain Region (RMR), Pacific Southwest Region (PSW) and Eastern United States Region ((EUS) shall elect Regional Directors taking office in even numbered years.

c) Pacific Northwest (PNW), Southeast Region (SER), Central Gulf Coast Region (CGC), Midwest Region (MWR) shall elect Regional Directors taking office in odd numbered years.

d) Elections shall be conducted from October 1st to November 10th.

e) Election results shall be announced by a Board Member by November 15th.

f) Regional Director terms begin/end on February 1st following the election.

2) Nominations:

a) The Regional Directors will forward the list of their Members in good standing to the Elections Committee by September 25th.

b) The election committee shall open nominations for Regional Director position by notifying all members in good standing via email.

c) Members in good standing, with 2 years of HOPE experience including 1 year serving on a committee or as Area Coordinator, and who have participated in at least two call outs and assisted in at least one certification workshop may be eligible to be nominated for Regional Director position.

d) The nomination period shall be from October 1st to October 15

e) Members seeking the position of Regional Director must provide signed copies of the Conflict of Interest form to be eligible as a candidate for the election.

f) Members seeking the position of Regional Director should provide a brief biography and photo to the election committee, no later than the day after the nomination closing date in order for this information to be included in the elections process. Nominee biographies and photos provided will be included on the web site ballot.

g) The election committee shall notify the Membership via email when nominations are closed on October 15th.

h) The membership will be notified when a nomination has been received, including the name of the member who has been nominated. It will be noted that the nomination will only be accepted after the Elections Committee has verified eligibility.

3) Ballots:

a) Once the nomination period is closed, the election committee will provide the HOPE webmaster the eligible nominee names and biographies for publication on the ballot web pages.

b) A separate ballot shall be created for each region.

c) Nominee names from each region will be placed on the ballot for their region.

d) Ballots shall be created listing each nominee’s name, in alphabetical order, and shall provide a link where Members can view each candidate’s biography and photo, if provided.

e) Ballots shall include an input field for the voting Member’s name, email address, and the date they voted, unless the voting system provides a mechanism to insure each member can only vote once.

f) All ballots shall be configured to automatically be emailed to the election committee email address, or tracked by the electronic database.

g) The webmaster shall make the ballot web pages available to the election committee by October 25th for review by the committee.

h) Once the ballots are approved by the Election Committee, the Committee Chair shall forward the ballot web page links to the Board of Directors for validation purposes. The Board, excluding any Board member on the ballot, will validate that the ballots meets the requirements of the HOPE AACR Bylaws using the unanimous consent a procedure. The Board of Directors, excluding any Board member on a ballot, will have three days to raise any issues.

i) Once approved by the Election Committee, and validated by the Board of Directors, the Election Committee will start the voting process by notifying by email all Members in good standing.

j) The Regional Director will forward the list of their Members in good standing to the Elections Committee by September 25th.

k) Voting shall take place beginning November 1st and shall end November 10th.

4) Elections Results:

a) The Election Committee will notify the President, or appointed Member of the Board, with the results of each election by November 12th.

b) The President, or appointed Member of the Board, will announce the results to the Membership not later than November 15th.

c) If a tie vote occurs, a run-off election will be conducted within seven days of the announcement of the timed vote. Members will be given seven days to vote again. In the event a tie vote occurs a second time, the board of directors will vote to break the tie.

d) If a run-off election is necessary, the President, or appointed Member of the Board, shall announce the results to the Membership not later than three days after the Election Committee notifies the President, or appointed Member of the Board.

e) Nominees that receive the largest number of votes will win the Regional Director position for their region.

5) Transition Period:

a) If a new Regional Director is elected in any region, December and January will serve as the transition period, whereby the outgoing Regional Director will provide the incoming Regional Director with everything necessary to facilitate a smooth transfer.

Section 7.03 - Removal of Regional Directors

1) A Regional Director may be removed from office, with or without a stated cause, by a two-thirds (2/3) vote of the Board of Directors, excluding vacancies.

2) Before a Regional Director can be removed by vote of the Board of Directors, they must be given an opportunity to defend their position to the Board.

3) A Regional Director may be removed from office, with or without a stated cause, by petition of the Members of the region using the following procedure:

a) A petition to remove a Regional Director must be signed by at least 60% of the Members of the affected region;

b) The signed petition shall be delivered to the President and Corporate Secretary. The Corporate Secretary shall verify the validity of the petition. If the petition is valid;

c) The President shall notify the Board of Directors a petition to remove a Regional Director has been served. Notice shall be given within three days of its receipt;

d) The Regional Director to be removed shall be notified in writing that a petition to remove a them has been served;

e) The effective date of removal shall be the date notice is provided to the affected Regional Director.

Section 7.04 - Regional Director Resignations

1) Any Regional Director may resign by giving written notice to the President or the Corporate Secretary or the Board of Directors as a whole.

2) A Regional Directors resignation shall be effective when notice is received by the President or the Corporate Secretary or the Board of Directors as a whole, unless the notice specifies a time for its effectiveness. If the resignation of a Regional Director is effective at a future time, a special election may be held to elect a replacement, or the Board of Directors may appoint a successor to take office when the resignation becomes effective. The method a replacement is selected shall be based on the time remaining on the term of office. Refer to Section 7.05

3) Resignations, once delivered are irrevocable.

Section 7.05 - Regional Director Vacancies

1) A vacancy shall be deemed to exist in the case of the death, a resignation takes effect, or after the removal of a Regional Director, or if a seat goes unfilled.

2) If a vacancy occurs in the first year of a seat’s term, the President will initiate a special election within one month of the vacancy to fill the seat.

3) If a vacancy exists because no one from the region runs, either during a regular election or special election, the President will appoint an appropriate Member with leadership and management skills to fill the vacant seat for the remainder of the term.

4) In the event a vacancy occurs in the second year of the term, the President will appoint a Member from the affected region to fill the seat for the remainder of the term.

5) When a new region is created the President will appoint the Regional Director for the first term of office.

Section 7.06 - Compensation of Regional Directors

1) No compensation shall be paid to any Regional Director for performing the duties for which they were elected or appointed.

ARTICLE VIII

Committees

Section 8.01 - Executive Committee

1) The Executive Committee shall be composed of the officers of the corporation, and are so designated as: President, Vice-President, Secretary, and Treasurer.

2) A majority of the Executive committee shall constitute a quorum of any duly called meeting of the Committee.

3) The President shall call such meetings of the Executive Committee as the business of the corporation may require, or a meeting shall be called by the President on request of two (2) members of the Executive Committee.

Section 8.02 - Standing Committees

1) Standing committees shall be formed to conduct work the Board assigns to each Committee.

2) Standing committees shall be:

a) Education and Training

b) Finance

i) The President, Treasurer, and all Regional Directors shall be required to serve on this Committee.

ii) The Treasurer shall chair this Committee.

c) Fund Raising

d) Marketing/Public Relations

e) Membership

i) All Regional Directors shall be required to serve on this Committee.

ii) A chair shall be appointed.

f) Mental Health

i) This Committee is restricted to mental health professionals, defined as someone who is licensed to counsel others.

g) Policies and Bylaws

h) Service and Operations

i) Team Welfare

j) Elections

k) Partnerships/Agreements

3) The President shall appoint the chair of each committee with the approval of the Board of Directors.

4) The President shall serve on each standing committee as an ex-officio member, except the Elections Committee.

5) Committee chairs shall appoint Members to their committees. Committees should have representation from the regions.

6) Committee chairs may appoint individuals outside of HOPE to their committee, with the approval of the President.

7) Committee chairs shall present their goals and objectives for the following year to the Board of Directors for approval, by December 1st of the preceding year.

8) Committee chairs are responsible for projecting expenses for the following year and shall submit their expenses to the Treasurer by October 15 (so the Treasurer can submit the budget to the Board of Directors by December 1st).

9) Committee chairs shall file written reports to the Board of Directors one week prior to each scheduled Board meeting.

10) Committee chairs may create sub-committees, with the approval of the President.

Section 8.03 - Special Committees

1) Special committees may be formed from time to time as determined by the President or by direction of the Board of Directors.

2) Special committees must be approved by the Board of Directors.

3) The duties and terms of any special committees shall be prescribed upon their appointment by the Board of Directors.

4) Special committees are intended to focus on narrowly defined tasks, as defined by the Board of Directors.

5) The President shall be an ex-officio member of all special committees except when a conflict of interest may exist.

Section 8.04 - Election Committee

1) An Election Committee will be formed for the purpose of conducting Director elections and Regional Director elections under the rules established by these Bylaws.

2) The committee is responsible for the following:

a) Ensure that elections are conducted fairly and in accordance with these Bylaws;

b) Communicate with the membership regarding all aspects of elections, such as announcing what seats are up for election, opening nomination periods, voting periods, and to announce election results to the Board of Directors;

c) Create or cause to be created ballots for elections;

d) Verify that all ballots are cast in accordance with rules established by these Bylaws;

e) Count all ballots and certify the results;

f) Provide election results to the Corporate Secretary to be filed in the corporate record.

g) Committee members must keep ballots in the strictest of confidentiality.

3) The chairperson selected cannot be a candidate for any position.

4) The election committee chair shall seek one Member from each region other than their own region, to serve on the committee. At least three Members, including the chair are required for a committee to function.

5) Members serving on the Election Committee cannot be a candidate for any position.

Section 8.05 - Advisory Board

1) The Advisory Board shall act as a special consulting body to the Board of Directors.

2) The number and classifications of the Advisory Board shall be determined by the Board of Directors.

3) Advisory Board Members may be appointed by the President with the approval of the Board of Directors.

4) Advisory Board Members need not be members of HOPE.

5) The President may appoint a Chair of the Advisory Board with the approval of the Board of Directors, otherwise, the President shall serve as Chair of the Advisory Board.

6) Advisory Board categories may include but are not limited to:

a) Finance

b) Animal Behavior

c) Human Mental Health and Trauma

d) Veterinary Medicine

e) Fund Raising

f) Emergency Response

g) Computer Science

h) Public Relations

ARTICLE IX

Liability of Members

Section 9.01 - Liability of Members

1) No Member, regardless of the class of membership held, and whether or not a voting Member, shall be personally or otherwise be liable for any of the debts, liabilities and/or obligations of the corporation.

2) Nothing in this article shall be construed to relieve any person of any liability imposed by the Oregon Nonprofit Corporation Laws regarding unauthorized distributions.

ARTICLE X

Indemnification

Section 10.01 - Indemnification

1) To the fullest extent permitted by law, the Corporation shall defend, indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on the Corporation’s behalf. “Agent” for this purpose shall include, but is not limited to, Directors, Officers, Members, and employees.

Section 10.02 - Amendment to Oregon Law

1) In the event that Oregon Law regarding indemnification of directors, officers, employees and other agents of corporations, as in effect at the time of adoption of these Bylaws, is subsequently amended to in any way increase the scope of permissible indemnification beyond that set forth herein, the indemnification authorized by this Article (XI) shall be deemed to be coextensive with that afforded by the Oregon Law as so amended.

ARTICLE XI

Insurance

Section 11.01 - Insurance

1) The corporation shall purchase and maintain adequate insurance on behalf of its directors and officers against any liability asserted against or incurred by one while acting as an agent for the corporation.

2) The corporation shall purchase and maintain adequate insurance on behalf of its Members against any liability asserted against or incurred by one while doing volunteer work or training for HOPE Animal-Assisted Crisis Response.

3) The corporation shall not be required to purchase and maintain liability insurance on behalf of its Members against any liability claims asserted by another Member of the corporation while doing volunteer work or training for HOPE Animal-Assisted Crisis Response.

ARTICLE XII

Contracts and Instruments

Section 12.01 - Contracts and Instruments

1) The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

ARTICLE XIII

Rules of Order

Section 13.01 - Rules of Order

1) The rules contained in Robert’s Rules of Order, as amended, shall govern all meetings of the corporation in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

2) The Board of Directors may suspend use of the Rules of Order, when necessary, unless to do so violates these Bylaws, Articles of Incorporation, or Oregon Law.

ARTICLE XIV

Bylaw Amendments

Section 14.01 - Amendments to Bylaws

1) These Bylaws may be amended, altered or repealed by a two-thirds (2/3) vote of the total number of Directors on the Board, excluding any vacancies.

2) These Bylaws may be amended, altered or repealed by a simple majority vote of the Members.

3) The Board of Directors may initiate a Bylaw amendment, or ten (10) members of the Corporation may, by written petition addressed to the Secretary of the Corporation, initiate an amendment.

4) Amendments must be presented for consideration using exact text.

5) Bylaw amendments may not violate Articles of Incorporation or the Oregon Nonprofit Corporation Act, Chapter 65, or other general laws, so written.

ARTICLE XV

Methods of Communication

Section 15.01 - Methods of Communication

1) The primary method of communications for the corporation shall be by electronic mail (email), but is not limited to electronic mail. Other methods may include U.S. Mail Service and telephone.

2) The Board of Directors and all committees shall operate in good faith effort to ensure that all Board members and other Members have received the necessary communications including allowing ample time for Members and board of directors to receive and respond when necessary.

3) The Board of Directors may stipulate specific time frameworks for voting on motions or elections whenever deemed necessary.

ARTICLE XVI

Construction and Definitions

Section 16.01 - Construction and Definitions

1) Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Oregon Nonprofit Corporation Act shall govern the construction of these Bylaws.

2) Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

3) In writing means as communicated via U.S. Mail or by electronic mail.

ARTICLE XVII

Record and Reports

Section 17.01 - Maintenance and Inspection of Bylaws

1) The corporation shall keep at its Principal Executive Office, or, if its Principal Executive Office is not in the State of Oregon, at its Principal Business Office in such State, if any, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by any Director or Member upon the written demand on the corporation of any such Director or Member at all reasonable times during usual business hours.

2) A copy of the Bylaws shall be posted and available to the public on the corporate web site.

Section 17.02 - Maintenance and Inspection of Other Corporate Records

1) The accounting books and records and minutes of proceedings of the Board of Directors, Members and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the Principal Executive Office of the corporation.

2) The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Such books, records and minutes shall be open to inspection by any Director or Member upon written demand on the corporation at all reasonable times during usual business hours.

Section 17.03 - Annual Report to Members

1) If requested by a majority of the Members, the corporation shall prepare and provide to all Members, within 120 days of the close of the corporation’s fiscal year, a report containing the following information in reasonable detail:

a) The assets and liabilities, including any trust funds, of the corporation, as of the end of the fiscal year;

b) The principal changes in assets and liabilities, including any trust funds, during the fiscal year;

c) The revenue or receipts of the corporation, both restricted to particular purposes and unrestricted, for the fiscal year;

d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and

e) Any information required by Oregon Nonprofit Corporation Law.

ARTICLE XVIII

Dissolution of the Corporation

Section 18.01 - Dissolution of the Corporation

1) Dissolution of the corporation, whether voluntary or involuntary, shall be conducted in accordance with the applicable provision of the Oregon’s Nonprofit Corporation Law.

Certification of Secretary

I, the undersigned certify that I am the Secretary of HOPE Animal-Assisted Crisis Response, an Oregon nonprofit corporation, and the above bylaws, consisting of twenty nine (29) pages, are the bylaws of this corporation and the membership, executed on this day, December 20, 2015.

Kristie Bret Harte, Secretary

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