By-Laws

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BY-LAWS

SOUTHERN ARIZONA GREYHOUND ADOPTION

ARTICLE I: IDENTIFICATION

1.1 Name

The name of the organization shall be Southern Arizona Greyhound Adoption, herein referred to as “SA GREYS”.

1.2 Mission

SA GREYS is an all-volunteer 501(c)(3) non-profit organization providing the opportunity to better the lives of ex-racing and rescued greyhounds by securing loving and qualified forever homes, predominantly in the Southern Arizona area.

SA GREYS will identify caring and responsible homes; rescue sick, injured and abandoned greyhounds; seek to return lost greyhounds to their owners; teach the principles of kindness and humane dog care; promote birth control by neutering/spaying all intake animals; provide pre-adoption health services; and provide residential foster care to assist greyhounds in becoming acclimated to a home environment.

1.3 Values

a. Maintain the highest standards of ethics, respect, honesty, integrity, responsiveness, and openness in all activities to improve the welfare of greyhounds.

b. Strive to treat each other with the same degree of kindness, courtesy, support, and respect that we extend to the greyhounds.

c. To serve with commitment, consideration, and compassion.

1.4 Vision

To be the most effective greyhound adoption organization in the State of Arizona.

ARTICLE 2: PURPOSE

2.1 The purpose of SA GREYS

a. Promote greyhound adoption and the placement of greyhounds as pets and companion animals into responsible, loving homes, regardless of health condition and age.

b. Accept returns of all greyhounds, including lost ones.

c. Establish a special fund to cover extraordinary medical expenses and long-term expenses for greyhounds with pre-existing conditions.

d. Consider taking in mixed breed and companion animals in rare instances when doing so is in the best interests of the animals and volunteers who have contributed to SA GREYS, as approved by the Board of Directors.

e. Educate the community concerning the responsible ownership of greyhounds as pets and companion animals, and educate the community concerning responsible ownership of all companion animals.

f. Promote birth control by neutering/spaying all intake animals, and by publicly encouraging the neutering/spaying of all companion animals.

g. Raise funds and promote the organization for the purpose of furthering responsible adoption of greyhounds.

h. Collaborate and cooperate with other greyhound adoption and placement organizations, as approved by the Board of Directors.

i. Remain neutral regarding the issue of greyhound racing because doing otherwise could jeopardize SA GREYS’s 501(c)(3) status.

ARTICLE 3: ASSOCIATES

The term Associates shall refer to all persons having any involvement with the SA GREYS organization. Associates are further classified as “Members”, “Directors”, and “Volunteers”.

For active participants in the care and handling of the greyhounds, or in the implementation of sanctioned events, a waiver of liability form must be signed to indemnify SA GREYS. Any Associate directly involved in the care, handling, or presentation of a greyhound must complete a basic SA GREYS training course in the nature and characteristics of the breed.

SA GREYS will not be conducted for profit and no part of any income or residue from dues or donations shall benefit any Associate.

3.1 Members

a. Eligibility

1) Be at least 18 years of age and never convicted of animal cruelty, animal abuse, neglect of animals or any similar offense, be it a misdemeanor or felony.

2) Submit a membership form for consideration, such form to be retained by SA GREYS.

3) Submit dues at the time of application ($20.00 per person per year at the founding date).

b. Benefits

1) Members whose dues are paid and who have not terminated their membership or been disqualified shall be members in good standing.

2) All members in good standing shall be entitled to vote at meetings of the general membership, or by electronic ballot vote. No proxy votes are allowed.

c. Membership Termination

1) Resignation from the organization upon written or verbal notice to any Director. If the notice is given verbally, the secretary must send a letter to the member stating that his/her resignation has been accepted by SA GREYS.

2) Death of a member.

3) Determination that a member has engaged in conduct materially and seriously prejudicial to the interests/purposes of the organization.

4) Termination for non-payment of dues after 30 days from due date.

3.2 Directors

a. Candidates must be at least 18 years of age and have been a SA GREYS member for at least one year following the first year of operation.

b. Candidates must be full-time residents of the State of Arizona.

c. Candidates must have two years hands-on experience with greyhounds in the exercise of the mission of SA GREYS, or possess needed skill sets for specific assignments.

d. Candidates must meet requirements of the nominating committee.

3.3 Occasional Volunteers

a. Have a desire to help with the activities of SA GREYS.

b. Be at least 12 years of age (under the supervision of an adult until the age of 18). Have the written consent of a parent or guardian. No one under the age of 18 should work alone at the kennel.

c. Have never been convicted of animal cruelty, animal abuse, neglect of animals or any similar offense, be it a misdemeanor or felony.

Occasional Volunteers may attend general membership meetings but will not have voting privileges.

ARTICLE 4: MEETINGS

4.1 An annual membership meeting will be held wherein the business of SA GREYS shall be open for membership vote, including election of Directors/Officers. The meetings shall be open to all Associates.

a. General Business:

An agenda shall be included with the notice of the meeting, which shall be given to all members in good standing at least 30 days in advance. Voting requires that at least two-thirds of all members have responded, either by electronic ballot or in person at the meeting. A majority vote will prevail.

b. Elections:

Biographical information about the candidates for open positions will be included with the meeting agenda. Should there be more than one candidate for a position, the person receiving the most votes shall be the winner.

4.2 Regular meetings of the Board of Directors shall be held at least quarterly and notice given to all members at least 30 days in advance. The meetings shall be open to all Associates.

4.3 Special meetings of the Board shall be initiated by notice to all Board members, as well as the full membership, stating the date, place, time and business to be conducted. Such notice must be provided at least 7 days in advance. Such meetings shall be open to all Associates.

4.4 Emergency Board meetings may be held at any time and may be closed to the general membership. Notice of the date, place, time, matter(s) to be discussed and indication whether the meeting will be closed shall be given twenty-four hours in advance. Meetings that are open shall require notice to all Members at least 24 hours before the meeting. Closed meetings may be due to legal confidentiality matters, unforeseen acts of nature, and critical animal health issues, as examples.

4.5 Any meetings open to the full membership shall have a Question and Answer session at the end for discussion of matters of interest to the Associates.

4.6 A majority of the Board constitutes a quorum at all Board meetings.

4.7 The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

4.8 In the absence of a quorum, a majority of the Directors present may adjourn the meeting without further notice until a quorum is present.

ARTICLE 5: BOARD OF DIRECTORS

5.1 a. Directors comprise the Board, for the purpose of managing the business and affairs of SA GREYS.

The Board of Directors is established to exercise all powers subject to the provisions of the By-laws

The Board of Directors has the power to create and make changes to a Policies and Procedures document.

b. No individual Board Member may act solely on his/her own regarding setting policies of SA GREYS.

c. The Board shall be comprised of a minimum of 5 and a maximum of 11 members, to include a President, Vice President, Secretary and Treasurer.

d. The founding Board shall have at least 9 members, two of which maybe at-large.

5.2 a. The Board of Directors may elect to increase the number of board positions to further the mission of SA GREYS. Any change in the composition of the Board will be made in accordance with established By-Laws, Articles of Incorporation and policies of SA GREYS.

b. Directors shall be elected for a two-year term at the annual general membership meeting by a majority vote when at least two-thirds of all members in good standing have voted, either electronically or in person. Any Director may be nominated for, and accept, up to two additional two-year terms. Upon completion of three consecutive terms of service on the Board, any such member will be required to leave the Board for a period of two years before again accepting nomination to a Board position.

5.3 Founding Director Positions

a. Operations Director – Two-Year Term

The Operations Director is responsible for the monitoring and reporting on all aspects of operations to include: intake, kenneling, medical care, foster care, adoption application process, home inspection process and final adoption.

b. Volunteer Director – Two-Year Term

The Volunteer Director is responsible for the recruitment, orientation, training, direction, and recognition of all casual volunteers and members. This Director is further responsible for assuring proper staffing at all SA GREYS events.

c. Communication Director – Two-Year Term

The Communications Director will manage internal and external communications to support the mission of SA GREYS. The Director is responsible for the development, standards, distribution and maintenance of all print and electronic collateral materials, including but not limited to, newsletters, brochures, flyers, videos, website, social media, and media contacts.

The Director will work closely supporting other groups within SA GREYS. He/She will be responsible for special projects as assigned by the Board.

d. Outreach Director – Two-Year Term

The Outreach Director is responsible for creating opportunities for positively influencing the desire to adopt greyhounds into loving, nurturing homes and to influence active involvement in SA GREYS’ activities. The Director will be responsible for events, programs, presentations, meet and greets, education, and speaking engagements.

e. Fund Development Director – Two-Year Term

The Fund Development Director is responsible for all fund raising activities of SA GREYS, including grants, in-kind sponsorships, bequeaths, endowments, and events.

ARTICLE 6: OFFICERS

6.1 a. All Officers shall be Directors and on the Board of Directors.

b. The Officers shall serve in their respective capacities both with regard to SA GREYS and its meetings, and the Board and its meetings.

c. Officers may hold only one office at a time.

d. All Officers shall be elected by the members at the annual membership meeting.

6.2 President – Two-Year Term

a. The President shall oversee all activities of SA GREYS.

b. The President is the public face of SA GREYS.

c. The President presides at all meetings of the Board of Directors and at the annual meeting.

d. The President shall sign all contracts and agreements on behalf of SA GREYS, and shall act as the chief operating officer, subject to the Articles of Incorporation and the By-Laws.

e. The President provides leadership, guidance, inspiration, and encouragement in furtherance of SA GREYS’ Mission.

6.3 Vice-President – Two-Year Term

The Vice-President shall exercise the authority of the President in his/her absence. The Vice-President shall have other duties and powers, as limited by the Articles of Incorporation and the By-Laws.

6.4 Secretary – Two-Year Term

a. The Secretary shall keep the minutes of all meetings of SA GREYS and shall have charge of all general correspondence.

b. The Secretary gives, or causes to be given, notification of meetings as outlined in the By-Laws.

c. The Secretary shall keep a record of all Members, Directors, and Officers with postal addresses, telephone numbers, and e-mail addresses.

d. The record of names and addresses of members shall constitute the membership and shall not be used, in whole or part, by any person for any purpose other than official business of SA GREYS.

e. Additionally, the Secretary performs any other duties, as limited by the Articles of Incorporation and the By-Laws.

6.5 Treasurer – Two-Year Term

This position requires a skill set that would best be served by someone with a financial background.

a. The Treasurer and signatories shall be Bonded and Insured with the expense thereof being paid by SA GREYS.

b. The Treasurer has charge and custody of and is responsible for all funds and securities of SA GREYS and must deposit all such funds in the name of SA GREYS in such bank or other Depositories as may be selected by the Board of Directors.

c. The Treasurer is responsible for establishing and maintaining the policies, procedures, and controls necessary to assure proper and expedient exercise of SA GREYS’ business elements. Policies and procedures shall be established as those of SA GREYS when approved by a majority of the Board of Directors.

d. The Treasurer shall render financial statements to the Board of Directors at appropriate times, not less than monthly. Additionally, SA GREYS’ books shall be open to inspection by any member upon reasonable request.

e. The Treasurer shall be responsible for preparing, or causing to be prepared, and filing any necessary reports, financial statements, and returns as may be required by law. Additionally, the Treasurer performs any other duties, limited by the Articles of Incorporation and the By-Laws.

f. A Financial Review Committee appointed by the Board of Directors will review the books of SA GREYS and all bank and card statements on a monthly basis.

ARTICLE 7: COMMITTEES/WORKING GROUPS

7.1 The Board of Directors may establish working groups to address situations in the course of the organization’s business where additional input and assistance are needed. This could include, but is not limited to, the establishment of an advisory group, a strategic planning group, a budgeting group, and/or an internal audit group.

7.2 A Financial Review Committee will be appointed by the Board of Directors, consisting of one Director and two at-large Members. This committee will review the books of the organization and all bank and card statements on a monthly basis. This committee will also determine that all donations have been acknowledged.

7.3 A committee will be appointed by the Board of Directors to assist in the resolution of disputes.

ARTICLE 8: RESIGNATIONS/REMOVAL/VACANCIES/COMPENSATION OF DIRECTORS/OFFICERS

8.1 The Directors, even though less than a quorum, must declare vacant the office of an elected Director should he/she cease at any time to have the qualifications required by the Articles of Incorporation or the Bylaws; or cease to act in the best interest of SA GREYS.

8.2 The Directors, even though less than a quorum, shall declare vacant the office of an elected Director should he/she:

a. Be declared incompetent or have otherwise been placed under the protection of a guardian

b. Become incapacitated by illness or other infirmity, or otherwise become unable to perform his/her duties, for a period of three months or longer

c. Fail to attend three consecutive meetings within a twelve (12) month period, subject to review and final disposition by the President

d. Be found guilty of misappropriation or mishandling of SA GREYS’ funds

e. Be convicted of animal cruelty, animal abuse, neglect of animals or any similar offense, be it a misdemeanor or felony.

8.3 Any elected Director may resign at any time by giving written or verbal notice to the President or Secretary. The resignation of any Director will take effect upon receipt of notice thereof, or at such later time as may be specified in the notice. The acceptance of the resignation is not necessary to make it effective. A letter shall be sent by the Secretary to confirm that the resignation has been accepted by the Board.

8.4 Any vacancy occurring among the elected Directors may be filled by the affirmative vote of a majority of the remaining Directors. When one or more elected officers resign, effective at a future date, a majority of the Directors then in office may fill such vacancy or vacancies, the vote thereof to take effect when the resignation shall become effective. Any person elected to fill a vacancy as an elected Director is elected until the next general membership meeting and until his/her successor is elected.

8.5 General membership meeting elections are required to fill positions occurring because of an increase in the number of Directors. The initial term of office may be staggered to provide for continuity.

8.6 Directors/Officers are not entitled to compensation.

8.7 Reimbursement of any prior approved expenses to any Director/Officer is to be decided upon by a majority vote of the Board. Reimbursement maybe made by email request.

8.8 Expenses incurred by any member or volunteer of SA GREYS must obtain prior approval from a Board member. Requests for reimbursement for approved expenses must be accompanied by a receipt and maybe submitted via facsimile in an email. Ideally by the Board member who has direct oversight of the area where the expense might occur. Requests for reimbursement for approved expenses must be accompanied by a receipt and maybe submitted via facsimile in an email

ARTICLE 9: POWER TO CONTRACT

9.1 Contracts

No contracts are to be entered into on behalf of the Organization and no evidence of the obligation is to be issued in its name unless authorized by a two-thirds vote of the Board of Directors, excepting for matters in the ordinary course of day-to-day business. The authority may be general or confined to specific instances.

9.2 Checks

All checks in excess of $2,000 must bear the signature of two of the Officers of SA GREYS. Checks in the amount of $2,000 or less must bear the signature of one of the Officers of the Organization. All Officers who have signing authority will be Bonded and Insured at the expense of SA GREYS. Provision may be made for the use of facsimile signature under specified conditions.

9.3 Credit Cards

Credit cards may be used as directed by the Board of Directors.

9.4 All electronic fund transfers (EFT’s) in excess of $2,000 must be preapproved, in writing, by two Executive Officers of SA GREYS.

ARTICLE 10: MISCELLANEOUS

10.1 Fiscal Year

The fiscal year of the Corporation will be from January 1 of the current year to December 31 of the same year.

10.2 Amendments

The Board may propose to alter, amend, or repeal the Bylaws and adopt new bylaws, provided that notice, and the wording of such changes, be sent to all members in good standing at least 30 days prior to the meeting at which the changes will be considered. Any change to the Bylaws must be adopted by a two-thirds affirmative vote of the total members in good standing, either by electronic ballot or present in person at the meeting.

10.3 Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order are to govern in all cases to which they are applicable and in which they are not inconsistent with statute, the Articles of Incorporation or these Bylaws.

10.4 Gifts

The Board, any Director/Officer, or any representative may accept on behalf of SA GREYS any contribution, gift, bequest, or devise for the charitable or public purposes of this organization. However, no one will have the power to commit to corporate favors for having received said gifts.

ARTICLE 11: DISSOLUTION

Upon dissolution of SA GREYS, after paying or adequately providing for the debts and obligations of the SA GREYS, the remaining assets shall be distributed to other non-profit animal adoption groups which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code, as agreed upon by a majority of the members of the Board of Directors at that time.

FINAL By-Laws, March 14, 2012

INDEX

ARTICLE 1: IDENTIFICATION

1.1 Name

1.2 Mission

1.3 Values

1.4 Vision

ARTICLE 2: PURPOSE

2.1 The Purpose of the Organization

ARTICLE 3: ASSOCIATES

3.1 Members

3.2 Directors

3.3 Casual Volunteers

ARTICLE 4: MEETINGS

ARTICLE 5: BOARD OF DIRECTORS

5.3 Founding Director Positions

5.3.a. Operations Director

5.3.b. Volunteer Director

5.3.c. Communication Director

5.3.d. Outreach Director

5.3.e. Fund Development Director

ARTICLE 6: OFFICERS

6.2 President

6.3 Vice President

6.4 Secretary

6.5 Treasurer