BY-LAWS
of the
Mid-Atlantic
Great Dane Rescue League, Inc.
ARTICLE I
OFFICES
Section 1. The
principal office of the corporation shall be located in the District of
Columbia. The corporation may have such
other offices, either within or without the District of Columbia, as the Board
of Directors may determine or as the affairs of the corporation may require
from time to time.
Section 2. The
corporation shall have and continuously maintain in the District of Columbia a
registered office, and a registered agent whose office is identical with such
registered office, as required by the District of Columbia Non-Profit
Corporation Act. The registered
office may be, but need not be, identical with the
principal office in the District of Columbia, and the address of the registered
office may be changed from time to time by the Board of Directors.
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.
Section 2. Voting Rights.
Each member shall be entitled to one vote on each matter submitted to a
vote of the members provided they have been a member for 90 days prior to the
date of the vote.
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 District
of Columbia, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors.
If no designation is made or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
District of Columbia; but if all of the working members shall meet at any time
and place, either within or without of the District of Columbia, and consent to
the holding of a meeting, such meeting shall be valid without call or notice, and
at such meeting any corporate action may be taken.
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 United States mail, posted on
the MAGDRL website, or sent via e-mail addressed to the member at his or her
address, or e-mail address as it appears on the records of the corporation,
with postage thereon prepaid.
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
District of Columbia but must be members of the corporation.
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 his or
her successor shall have been elected and qualified.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors may 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 District of Columbia, for the holding of regular meetings of the
Board without other notice than such resolution. The Board of Directors must hold a
minimum of one regular meeting per calendar year.
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
District of Columbia, as the place for holding any special meeting of the Board
called by them.
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 United States mail in a
sealed envelope so addressed, with postage thereon prepaid. If notice be given by email, such notice
shall be deemed to be delivered when the email is sent and/or notice is posted
on the MAGDRL website. Any Director
may waive notice of any meeting.
The attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these by-laws.
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. Removal. Any
Director elected by the membership or appointed by the Board of Directors may
be removed by the Board of Directors whenever in its judgment 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 9. 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 10. Compensation. Directors as such
shall not receive any stated salaries for their services.
Section 11. 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 or appointed 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, except
for the position of Treasurer, shall be elected biennially by the membership at
the annual. 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.
The positions of President, additional Vice President's, and
the odd numbered Directors will be elected on odd years. Per Article IV, Section 2 there shall be
at least three (3) and no more than eleven (11) Directors.
The positions of Secretary, 1st Vice
President, and the even numbered Directors will be elected on even
years. Per Article IV, Section 2
there shall be at least three (3) and no more than eleven (11) Directors.
The Treasurer will be appointed yearly by the
Board of Directors, directly after the annual election.
Section 3. Removal. Any
officer elected by the membership or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment 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.
The President shall only be filled with a person
who has previously filled a position on the Board of Directors or has been a
chapter coordinator.
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 judgment 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
therefore 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.