Amended & Restated By-Laws
Adopted & Approved on December 3, 2019
Section 1. Name. The name of the organization is the ALPINE HUMANE SOCIETY (the “Society”), a nonprofit organization incorporated under the laws of the State of Texas.
Section 2. Purpose. The purpose of the Society is the prevention of cruelty to animals, the relief of suffering among animals, and the extension of education in the humane care and treatment of animals in Texas.
The Society improves the lives of Texas companion animals and their owners by providing adoption services, medical assistance, spay/neuter promotion and community education programs.
Section 3. Minimum Standards. No animal under the control of the Society may be disposed of except as here specifically provided. In its care of animals, the Society shall maintain at least the minimum standards prescribed by The Humane Society of the United States.
The principal office and headquarters of the Society is in Alpine, Brewster County, Texas. The mailing address of Alpine Humane Society is PO Box 1464, Alpine, Texas 79831.
The Society shall have no members.
Section 1. Authority. The affairs of the Society are managed by the Board of Directors. (the “Board”). The Board oversees all activities of the Society including provision of services, contracting, financial and personnel management, development, and investments.
Section 2. Standards of Public Trust. All officers and members of the Board of Directors (each, individually, a “Director” and together the “Directors”) shall maintain the highest standards of public trust, shall not receive compensation for their duties, and shall exercise due diligence and care in the implementation of their duties. They shall support the purpose, mission and activities of the Society, attend to their duties faithfully, advocate for the Society, and maintain financial support. They shall recognize their fiduciary responsibilities and make decisions in the best interest of the Society as a whole, neither as a representative of a personal interest nor as an advocate of any particular sector of the community. Effort will be made to have directors and officers who can reflect all communities in Texas.
Section 3. Number. The Board is composed of not fewer than five or more than nine Directors. The four elected officers as defined in Article V, Section 1, are default Directors and the remaining five Directors are considered as appointed. Any elected officer leaving office will not retain status as a Director unless re-appointed to a vacant Director’s position.
Section 4. Terms of Office. The appointed Directors are elected at the annual meeting of the Society. Each Director shall serve a term of three (3) years from the date of election.
Section 5. Vacancies. If any Director shall by death, resignation or otherwise cease to be a Director during his or her term, the Executive Committee will appoint a Director to serve until the next annual election.
Resignation is evidenced by giving written notice to the President with a copy to the Secretary. The resignation is deemed effective when communicated in writing. The Board will ratify the resignation at the next called Board Meeting.
Section 6. Term Limits. Each Director is limited to serving two (2) consecutive three- year terms of office. At the expiration of the second full term, a Director will not be eligible for
election to the Board until one year after their last term of office. A Director reelected to the Board following his or her absence from the Board for one year is restricted to two additional terms of office. An officer or member of the Executive Committee may be authorized, by action of a majority of Directors present at the annual meeting of the, to serve an additional third term to insure continuity in the Society’s governance.
Section 7. Board Election Procedures. New Directors and current Directors will be elected or re-elected by a simple majority of the Directors present at the annual meeting. The Governance Committee is responsible for nominating prospective Directors and conducting the election. Any Director can nominate a candidate for Board membership by submitting their name in writing to the Governance Committee no later than 14 days prior to the election. Nominations are not taken from the floor.
Section 8. Conflicts of Interest. Any Director who has a financial, personal, or official interest in or conflict (or appearance of conflict) with any matter pending before the Board, of such nature that it may prevent that Director from acting on the matter in an impartial manner, will offer to voluntarily excuse him/herself and will refrain from discussion and voting on said item.
Section 9. Removal. Any officer or Director may be removed from the Board who shall violate the rules, regulations, policies, including the Code of Ethics, Conflict of Interest, or Confidentiality policies, or these By-Laws of the Alpine Humane Society. Any officer or Director who violates any contract made by or with the Alpine Humane Society or who acts in a way which interferes with the accomplishment of the objectives of the Alpine Humane Society may also be removed.
When any officer or Director is charged with any act for which the Director may be removed, notice shall be served personally or by registered mail. If after due opportunity to be heard, at a duly called Board meeting, the Board, by majority vote of those present or by telephone or other electronic means, will cause such Director to be removed. If removal is voted, it will take effect immediately and the Secretary shall inform the removed Director if they are not present. The removed Director may appeal their removal to the full Board and the action of a majority of the Directors at the duly-called Board meeting will constitute the final determination.
An officer or Director shall be automatically removed from the Board following the unexcused failure to attend three (3) consecutive duly-called Board meetings.
Section 10. Advisory Input. The Board has the authority to solicit professional or advisory input to assist in specialized areas of operations or to provide required expertise. Past Directors, individuals providing major financial support or persons with special skills or knowledge may be appointed to such an advisory group.
Section 11. Use of Technology for Voting. A meeting of the Board or any committee designated by the Board may be held by means of a remote electronic communications system in compliance with Sections 22.002 and 22.160(d) of the Texas Business Organizations Code. A vote on any matter may be conducted by mail or by electronic message.
Section 1. Number and Titles. At the Annual Meeting of the Society held in January, the Board shall elect from their number a President, a Vice President, a Secretary, and a Treasurer, and such other officers and agents as the business of the Society requires. Any two (2) or more offices may be held by the same person except the offices of President and Secretary.
All officers shall serve two-year terms, and the President must reside in Texas.
Section 2. Vacancies. When a vacancy occurs in any office by death, resignation, or otherwise, the President will appoint a Director to serve until the next annual election.
Section 3. President. The President presides over all meetings of the Society, the Board, and the Executive Committee; is an ex-officio Director with vote on all committees of the Board; provides the Annual Meeting of the Board a comprehensive report of the programs and policies followed by the Board in the preceding year.
Section 4. Vice President. The Vice President performs all functions of the President when the latter is incapacitated, unavailable, or for any reason cannot serve. The Vice President chairs the Governance Committee.
Section 5. Secretary. The Secretary takes and preserves the Minutes of all meetings of the Board, publishes notice of annual, regular, and special meetings, and performs other duties assigned by the Board. The Secretary maintains the Minutes of all membership and Board meetings in a form which is available upon request, to all membersDirectors. The Secretary receives and makes available all correspondence to the Board or the Executive Committee, answers all correspondence unless otherwise directed by the Board, has custody of all files, records, and other documents, and is responsible for their safe keeping according to AHS’ records retention policies.
Section 6. Treasurer. The Treasurer is the key volunteer financial management role for the organization and must display a commitment to the Society, an understanding of the Society’s principles, mission, goals, services, along with the responsibilities and relationships of governance and management. The Treasurer, jointly with the President and Finance Committee chair, if other than the Treasurer, ensures that current records are maintained, reflecting the financial condition of the Alpine Humane Society. These records will include cash, investments, accounts receivable and any other assets, accounts payable and net assets. The Treasurer will lead the preparation of an annual budget, ensure that accurate books and records of financial condition are maintained, ensure assets are protected and invested according to organization policy, comply with organization and statutory reporting requirements, ensure comprehensive reports are prepared on an accurate and timely basis, and ensure an annual financial statement, subject to independent audit as directed by the Board, is available to individuals charged with preparing or reporting this financial information. The Treasurer will perform all duties incident to the office of the Treasurer.
Section 1. Annual Meeting. An Annual Meeting of the Board is held in January of each year. The Annual Meeting will include the election of Directors and officers for the Society and a report from the President on activities and accomplishments from the previous year.
Section 2. Regular Meetings. There shall be one regular meeting of the Board each month. The date and time of the meetings will be determined by the Board.
Section 3. Special Meetings. Special meetings of the Board may be called at the discretion of the President or by the Secretary when requested to do so in writing by any three Directors. Special meetings for which written requests are made shall be held not less than 10 days or more than 30 days after the request.
Section 4. Quorum. A majority of the Directors present or attending telephonically shall constitute a quorum.
Section 5. Absences. If any Director is absent from three consecutive regular meetings in a year, without being excused from attendance by the Board, the Board may declare that office vacant and the vacancy may be filled as herein provided.
Section 6. Voting. Except as otherwise prescribed in these By-Laws, decisions at any meeting of the Board, the Executive Committee or other committees shall be by majority vote of those present, attending by telephone or electronically, and voting. Each Director has one vote and voting by proxy is not permitted.
Section 7. Compensation. Directors and committee members are classified as volunteers and shall not receive any salaries or fees for their services but may be reimbursed for any expenses incurred in fulfilling their duties.
Section 1. Executive Committee. The Executive Committee is comprised of the President (as Chair), Vice President, Secretary and Treasurer. Any member of the Executive
committee may call for a meeting of the Executive Committee at which at least three members are needed for a quorum. Decisions brought forward to the Board will have a majority vote of the Executive Committee members present at the meeting.
The Executive Committee may act for the Board in intervals between Board meetings and exercise such other powers as the Board may authorize, subject to law and the provisions of these By-Laws. Except for the power to amend the Articles of Incorporation and By-Laws, the Executive Committee has all the power and authority of the Board and is subject to the direction and control of the full Board. The Executive Committee must keep a record of its meetings which is open to inspection to the same extent as records of Board meetings and must report on any meetings it held at the next subsequent meeting of the Board.
Section 2. Other Committees. The Executive Committee may appoint standing or special committees it considers necessary or appropriate. Committees must include at least one Director but other committee members need not be Directors. The Society’s Standing Committees include Community Education, Development, Finance, and Governance.
Section 3. Committee Procedures. Subject to law, these By-Laws and any limitations imposed by the Board, a committee may select its own chairperson and adopt such procedures regarding notice and conduct of meetings as it determines are most appropriate to accomplish its work.
Section 4. Limitations. No committee may amend these By-Laws, expand or fill vacancies on the Board, elect or remove any officer, or adopt or modify the Society’s budget. This section, however, does not preclude the Executive Committee from taking any necessary action on a temporary basis, subject to the earliest practical review and approval by the Board.
Section 1. Parliamentary Procedure. All meetings of the Board and committees shall be conducted pursuant to Robert’s Rules of Order as set forth in the last published revision thereof.
Section 2. Fiscal Year. The fiscal year of the Society begins on January 1 and ends on the last day of December of each year.
Section 3. Financial Records. All books and financial records of the Society shall be kept according to the standards of accounting for nonprofit organizations as set forth by the American Institute of Certified Public Accountants.
Section 4. Loans. No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 5. Insurance. Insurance required by State law for non-profit organizations will be maintained by the Society.
Section 6. Notice and Waiver of Notice. Whenever any notice is required by these By-Laws, the notice shall be deemed to be sufficient if (i) given by depositing the same in the United States mail in a sealed postpaid envelope, addressed to the person entitled thereto, at his/her last known address or (ii) electronically mailed to his/her last known electronic address or electronic mailing address, as applicable. Such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given may be waived by the person entitled thereto by written waiver, signed by the person entitled to such notice, either before or after the time stated thereon.
Section 7. Indemnification. To the extent permitted by law, each Director/Officer or former Director /Officer of the Society may be indemnified, defended and held harmless against liabilities imposed upon him/her and expenses reasonably incurred in connection with any claim made against him/her (including attorney’s fees), or any action to which he/she may be a part by reason of his/her service as a Director/Officer, and against such sums as independent counsel selected by the Board shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding; provided that no Director/Officer shall be indemnified with respect to matters for which such indemnification would be against public policy or in contravention of Article 1396-2.22A, Vernon’s Annotated Texas Statutes.
Section 8. Amended and Restated By-Laws. These By-Laws have been duly adopted, and hereby amend, restate, and supersede in their entirety all prior By-Laws of the Society.
These By-Laws may be amended, repealed or suspended by a majority vote of the Board at any annual, monthly or special meeting of the Society, provided that notice in writing as to the character of the proposed amendments shall have been electronically mailed to each Director at least seven (7) days before such amendments are acted upon.