BY-LAWS
OF
MID-ATLANTIC Great Dane RESCUE LEAGUE, INC.
ARTICLE I
OFFICES
Section 1. The principal
office of the corporation shall be located in the
Section 2. The corporation
shall have and continuously maintain in the
ARTICLE II
MEMBERS
Section 1. Members.
The corporation shall have one class of members.
The designation of member shall be anyone that has paid their
membership dues at the set dues rate.
The Board may establish categories of
contributing members, including without limitation, individual, group and
organizational categories, and the fees and dues of each such category may be
varied by the Board.
Section 2. Voting Rights.
Each member shall be entitled to one vote on each matter submitted to a
vote of the members.
Section 3. Termination of
Membership. The Board of
Directors, by affirmative vote of two-thirds (2/3) of the Board, may suspend
or expel a member for cause after an appropriate hearing, and may, by a
majority vote of those present at any regularly constituted meeting, terminate
the membership of any member who becomes ineligible for membership, or suspend
or expel member who shall be in default in the payment of dues for the period
fixed in Article XI of these by-laws.
Section 4. Resignation.
Any member that does not renew their dues has effectively resigned, but
such resignation shall not relieve the member so resigning of the obligation
to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 5. Reinstatement.
Upon payment of yearly dues a member will be reinstated.
Section 6. Transfer of
Membership. Membership in this
corporation is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting.
An annual meeting of the members shall be held on a date to be
announced by the board of directors with 30 days notice of the meeting to the
membership, for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting.
If the election of Directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
members as soon thereafter as conveniently may be.
Section 2. Special
Meetings. Special meetings of the
members may be called by the President, the Board of Directors, or not less
than one-tenth (1/10) of the members having voting rights.
Section 3. Place of
Meeting. The Board of Directors
may designate any place, either within or without the
Section 4. Notice of
Meetings. Written notice stating
the place, day and hour of any meeting of members shall be delivered, either
personally, by e-mail by U.S. mail and/or posting on the MAGDRL website, to
each member entitled to vote at such a meeting, not less than ten nor more
than fifty days before the date of such meeting, by or at the direction of the
President, or the Secretary, or the officers or persons calling the meeting.
In case of a special meeting or when required by statute or by these
by-laws, the purpose or purposes for which the meeting is called shall be
stated in the notice. If mailed,
the notice of a meeting shall be deemed to be delivered when deposited in the
Section 5. Informal Action
by Members. Any action required
by law to be taken at a meeting of the members, or any action which may be
taken at a meeting of members, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by 2/3’s of the
members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum.
The members holding one-half (1/2) of the votes which may be cast at
any meeting shall constitute a quorum at such meeting.
If a quorum is not present at any meeting of members, a majority of the
members present may adjourn the meeting from time to time without further
notice.
Section 7. Proxies.
At any meeting of members, a member entitled to vote may vote by proxy
executed in writing by the member or by his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 8. Manner of
Acting. A majority of the votes
entitled to be cast on a matter to be voted upon by the members present or
represented by proxy at a meeting at which a quorum is present shall be
necessary for the adoption thereof unless a greater proportion is required by
law or by these by-laws.
Section 9. Voting by Mail.
Where Directors or officers are to be elected by members or any class
or classes of members, such election may be conducted by mail in such a
manner, as the Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the corporation shall be managed by its Board of
Directors. Directors need not be
residents of the
Section 2. Number, Tenure
and Qualifications. The number of
Directors shall be at least three (3) and no more than eleven (11).
Each Director shall hold office until the next annual meeting of
members and until his or her successor shall have been elected and qualified.
Section 3. Regular
Meetings. A regular annual
meeting of the Board of Directors shall be held without other notice than this
by-law, immediately after, and at the same place as, the annual meeting of
members. The Board of Directors
may provide by resolution the time and place, either within or without the
Section 4. Special Meetings.
Special meetings of the Board of directors may be called by or at the
request of the President or any two Directors.
The person or persons authorized to call special meetings of the Board
may fix any place, either within or without the
Section 5. Notice. Notice
of any special meeting of the Board of Directors shall be given at least two
(2) days previously thereto by written notice delivered personally or sent by
mail, email or posted on the MAGDRL website to each Director at his or her
address and/or e-mail address as shown by the records of the corporation.
If mailed, such notice shall be deemed to be delivered when deposited
in the
Section 6. Quorum.
A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board; but if less than a
majority of the Directors are present at said meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.
Section 7. Manner of
Acting. The act of a majority of
the Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is required
by law or by these by-laws.
Section 8. Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to
be filled by reason of an increase in the number of directors may be filled by
the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors.
A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office.
Section 9. Compensation.
Directors as such shall not receive any stated salaries for their
services.
Section 10. Informal
Action by Directors. Any action
required by law to be taken at a meeting of directors, or any action which may
be taken at a meeting of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the Directors.
ARTICLE V
OFFICERS
Section 1. Officers.
The officers of the corporation shall be a President, one or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, a Treasurer and such other officers as may be elected in accordance
with the provisions of this Article.
The Board of Directors may elect or appoint such other officers,
including one or more Assistant Secretaries and one or more Assistant
Treasurers, as it shall deem desirable, such officers to have the authority
and perform the duties prescribed, from time to time, by the Board of
Directors. Any two or more
offices may be held by the same person, except the offices of President and
Secretary. Only current members shall be entitled to be officers of the
corporation.
Section 2. Election and
Term of Office. The officers of
the corporation shall be elected annually by the Board of Directors at the
regular annual meeting of the Board of Directors.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall
hold office until his or her successor shall have been duly elected and shall
have qualified.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgement the best interests
of the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 5. President.
The President shall be the principal executive officer of the
corporation and shall in general supervise and control all the business and
affairs of the corporation. He
shall preside at all meetings of the members and the Board of Directors.
He may sign, with the Secretary or any other proper officer of the
corporation authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these by-laws or by
statute top some other officer or agent of the corporation; and in general he
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President.
In the absence of the President or in event of his inability or refusal to
act, the Vice President (or in the event there be more than one Vice
President, the Vice presidents in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
Any Vice President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
Section 7. Treasurer. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the Board of Directors shall determine.
He shall have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with the provisions of
Article VII of these by-laws; and in general perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 8. Secretary. The
Secretary shall keep the minutes of the meetings of the members and of the
Board of Directors in one or more books provided for that purpose; see that
all notices are duly given in accordance with the provisions of these by-laws
or as required by law; be custodian of the corporate records and of the seal
of the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal
is duly authorized in accordance with the provisions of these by-laws; keep a
register of the post-office address of each member which shall be furnished to
the Secretary by such member; and in general perform all duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 9. Assistant Treasurers and Assistant Secretaries.
If required by the Board of Directors, the Assistant Treasurers shall
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine.
The Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the treasurer or the
Secretary or by the President or the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Committees of
Directors. The Board of
Directors, by resolution adopted by a majority of the Directors in office, may
designate and appoint one or more committees, each of which shall consist of
two or more Directors, which committees, to the extent provided in said
resolution, shall have and exercise the authority of the Board of Directors in
reference to amending, altering, or repealing the by-laws: electing,
appointing or removing any member of any such committee or any Director or
officer of the corporation; amending the articles of incorporation; restating
articles of incorporation; adopting a plan or merger or adopting a plan of
consolidation with another corporation; authorizing the sale; lease, exchange
or mortgage of all or substantially all of the property and assets of the
corporation; authorizing the voluntary dissolution of the corporation or
revoking proceedings therefore; adopting a plan for the distribution of the
assets of the corporation; or amending, altering or repealing any resolution
of the board of Directors which by its terms provides that it shall not be
amended, altered or repeated by such committee.
The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon it
or him by law.
Section 2. Other
Committees. Other committees not
having and exercising the authority of the Board of Directors in the
management of the corporation may be appointed in such manner as may be
designated by a resolution adopted by a majority of the Directors present at a
meeting at which a quorum is present.
Except as otherwise provided in such resolution, members of each such
committee shall be members of the corporation, and the President of the
corporation shall appoint the members thereof.
Any member thereof may be removed by the person or persons authorized
to appoint such member whenever in their judgement the best interests of the
corporation shall be served by such removal.
Section 3. Term of Office.
Each member of a committee shall continue as such until the next annual
meeting of the members of the corporation and until his successor is
appointed, unless the committee shall be sooner terminated, or unless such
member be removed from such committee, or unless such member shall cease to
qualify as a member thereof.
Section 4.
Chairman. One member of each
committee shall be appointed chairman by the person or persons authorized to
appoint the members thereof.
Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original
appointments.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute a
quorum and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of the committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent
with these by-laws or with rules adopted by the Board of Directors
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or
agents of the corporation, in addition to the officers so authorized by these
by-laws, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 2. Checks, drafts,
etc. All checks, drafts or orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
In the absence of such determination by the Board of Directors, such
instruments shall be signed by the treasurer or an Assistant Treasurer and if
signed by an Assistant Treasurer, such instruments shall be countersigned by
the president or a Vice President of the corporation.
Section 3. Deposits.
All funds of the corporation shall be deposited from time to time to
the credit of the corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest or devise for the general purposes or for any
special purpose of the corporation.
ARTICLE VIII
CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of
Membership. The Board of
Directors may provide for the issuance of certificates evidencing membership
in the corporation, which shall be in such form as may be determined by the
Board. The name and
address of each member and the date of issuance of the certificate shall be
entered on the records of the corporation.
If any certificate shall become lost, mutilated or destroyed, a new
certificate may be issued therefor upon such terms and conditions as the Board
of Directors may determine.
Section 2. Issuance of
Certificates. When a member
has been elected to membership and has paid any initiation fee and dues that
may then be required, a certificate of membership shall be issued in his name
and delivered to him by the Secretary, if the Board of Directors shall have
provided for the issuance of certificates of membership under the provisions
of Section 1 of this Article VIII.
ARTICLE IX
BOOKS AND RECORDS
Section 1. The corporation
shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its members, Board of Directors and
committees having any of the authority of the Board of Directors, and shall
keep at its registered or principal office a record giving the names and
addresses of the members entitled to vote.
All books and records of the corporation may be inspected by any
member, or his agent or attorney, for any proper purpose at any reasonable
time.
ARTICLE X
FISCAL YEAR
Section 1. The fiscal year
of the corporation shall begin on the first day of January and end on the last
day of December in each year.
ARTICLE XI
DUES
Section 1. Annual Dues.
The Board of Directors may determine from time to time the amount of
initiation fee, if any, and annual dues payable to the corporation by members
of each class and of categories of members within each class.
Section 2. Payments of
Dues. Default and Termination of
Membership. When any member shall
be in default in the payment of dues for a period of three (3) months from the
beginning of the fiscal year or period of which such dues became payable, his
membership may thereupon be terminated by the Board of Directors in the manner
provided in Article III of these by-laws.
ARTICLE XII
SEAL
Section 1. The Board of
Directors shall provide a corporate seal, which shall be in the form of a
circle and shall have inscribed thereon the name of the corporation and the
words “Corporate Seal………..”
ARTICLE XIII
WAIVER OF NOTICE
Section 1. Whenever any
notice is required to be given under the provisions of the District of
Columbia Non-Profit Corporation Act or under the provisions of the articles of
incorporation or the by-laws of the corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XIV
AMENDMENTS TO BY-LAWS
Section 1. These by-laws
may be altered, amended or repealed and new by-laws may be adopted by a
majority of the Directors present at any regular meeting or at any special
meeting, if at least two (2) days’ written notice is given of intention to
alter, amend or repeal or to adopt new by-laws at such meeting.