PIKE ANIMAL LEAGUE, SHELTER, & RESCUE
Originally Incorporated as: Pike Animal League and Shelter
ARTICLE I – Name and Location
Section 1. The name of this organization shall be PALS Rescue, Inc.
Section 2. PALS Rescue is a non profit corporation with its principle purposes
related to the welfare and humane treatment of animals as expressed in the
article of incorporation on file in the Office of the Secretary of State, of the State of
Mississippi, located in Jackson, Mississippi.
Section 3. The principle location of PALS Rescue, Inc. will be within Pike County
Mississippi.
ARTICLE II - Purpose
organizations that qualify as exempt organizations under section 501(c)(3) of
organizations that qualify as exempt organizations under section 501(c)(3) of
the Internal Revenue Code and it’s regulations. The fiscal year for the
corporation shall run from January one (1) through the next December thirty one
(31)
Section 2. The Corporation may also establish, own, operate or sponsor the
operation of one or more shelters or locations. For the care, treatment and well
being of animal, shall promote the prevention of cruelty to animals, and shall do
all other or further things not contrary to law to affect the purposes of the
corporation. The corporation shall not sell animals for the purpose of research
and shall not operate as a limited admission shelter, but as a shelter accepting
animals brought to our facility by Pike County residents, Pike County
Municipalities, and Pike County Law Enforcement. We shall operate as a
shelter for all animals deemed adoptable or salvageable by criteria established
by Veterinary Science. We will not, use as a general practice, euthanasia to
control overpopulation.
Section 3. Notwithstanding any other provisions of these by-laws, the
corporation shall not conduct or carry on any activities not permitted by an
organization except under section 501(c)(3) of the Internal Revenue Code and
its regulations as they now exist or as they may hereafter be amended, or by any
organization contributions to which are deductible under section 170(c)(2) of
such code regulations.
Section 4. Upon dissolution or other winding up of this corporation all of its
assets, principal and income shall be distributed, after payment of its debts,
exclusively to the Mississippi Animal Rescue League (MARL) in Jackson
Mississippi.
Article III – Membership
Section 1. The membership of the corporation shall be composed of those who
have paid the appropriate dues established by the Board of Directors. Dues will
be in the following categories; Junior (under 18 years of age), Senior (over 60
years of age), individual, family, corporate and other categories if deemed
appropriate by the Board of Directors.
Section 2. The corporation shall not issue any shares of stock and no member
shall receive any share of stock, nor shall there be any distributions of dividends
or profits among the members, nor shall any part of net earning of the
corporation inure to benefit of any member.
Section 3. A member may be excluded from the membership in the corporation
with a 50% majority of directors present of the Board of Directors for his/her
delinquency in payment of dues or for actions inconsistent with or detrimental to
the stated purpose of PALS Rescue, Inc.
Article IV – Meetings
Section 1. A special meeting of the members, for any purpose or purposes,
may be called at any time by the President of the Board of Directors, in his/her
absence, the appropriate Vice President. It shall be the duty of such officers to
call such meetings whenever so requested by at least 10% of the members of
the corporation. The Secretary or officer calling the aforementioned shall give
notice of any special meeting of all members at least five (5) days in advance of
such meeting, by mail, or in such other way the Directors shall order. The
meeting shall be held at such time and place as may be designated in the
notice. Otherwise General Membership meeting will be on a yearly basis and
notice provided in the aforementioned manner.
Section 2. A quorum for transaction of business at any special meeting shall
consist of at least 10% of those members of the corporation present or by
proxy. A majority of those members represented may adjourn the meeting to a
future time, and thereafter may from time to time, without the necessity of further
notice other than the announcement at such original meeting, and any
business may be transacted as such adjourned meeting which could have
been transacted at the original meeting.
Section 3. The President of the corporation or the appropriate Vice President
shall call meetings of the members to order and shall preside as Chairman of
such meeting. The Secretary of the corporation shall act as Secretary of all
meetings general meetings, or the appropriate committee Secretary shall at
that meeting act as Secretary of special or committee meetings.
Section 4. All meeting of members of the League, the Board of Directors, and
Committees shall be conducted pursuant to Robert’s Rules of Order as set for
the last published revision thereof, but such rules may be suspended by the
Chairman if order can otherwise be kept.
Section 5. At every special meeting of the corporation, each member shall be
entitled to cast one vote on each matter submitted to vote, which vote may be
cast by the member either in person or by proxy. All proxies shall be in writing
and shall be filed with the Secretary and by him/her entered on record in the
minutes of the meeting. The act of the majority of the members represented at
a meeting at which a quorum is represented shall be the act of the members of
the corporation.
Article V – Board of Directors
Section 1. The Board is responsible for overall policy and direction of PALS
Rescue and delegates responsibility for day to day operations to PALS
Executive Director/Shelter Manager and Committees. The Board shall have up
to 19 and not fewer than 7 members. The Board receives no compensation
other than reimbursement of reasonable and ordinary expenses incurred on
behalf of PALS.
Section 2. The Board shall meet at least quarterly, at an agreed upon time and
place.
Section 3. Election of new directors or election of current directors or election of
current directors to successive term will occur as the first item of business at
the annual meeting of the cooperation. Directors will be elected by a majority
vote of the then current members.
Section 4. All Board members shall serve a term of two (2) years terms, but are
eligible for election to successive terms.
Section 5. A Quorum shall consist of at least 51% of the board members and is
pre-requisite for the conduct of business, including the making and passing of
motion. Members that cannot attend may convey their proxy to another Board
member for the purpose of obtaining a
quorum.
Section 6. There shall be a President, Secretary and Treasurer/Chief Financial
Officer of the Board and such other officers as the Board shall elect and appoint.
The respective duties of such officers are as follows: The President shall
convene and regularly schedule Board Meetings. The Secretary shall be
responsible for preparing and maintain the official records of the Board actions,
including overseeing the taking of minutes at all board meeting, sending out
meeting announcements, distributing copies of minutes and the agenda to
each Board member, and assuring that corporate records are maintained. The
Treasurer shall make a financial report at each Board meeting. Treasures shall
chair any finance committee, assist in the preparation of the financial records
and budget, if need be help develop fund raising plans and make information
available to Board members and public and governmental authorities as
required by law.
Section 7. When vacancies on the Board exist, recommendations for new
members may be received form present Board members and presented to the
Secretary. Such recommendations shall be given to the Executive Committee
for their consideration. After the Executive Board reviews and upon their
recommendation, nominees shall be voted on at a full Board meeting.
Section 8. Resignations from the Board must be in writhing and received by the
Secretary. A Board member shall be dropped for excess absences for the
Board if she/he has three unexcused absences from Board meetings in any
twelve month period. A Board member may be removed for other reasons by no
less than two-third vote for the remaining directors.
Section 9. Special meetings of the Board shall be called upon the request of
the President or one-third of the Board. Notices of special meetings shall be
provided by the Secretary to all members.
Section 10. Emeritus Board members may be appointed by a majority of the
elected Board of Directors form past board members who desire to retire form
full Board status but whose advise and expertise would be beneficial to the
corporation. An Emeritus Board member is encouraged but not required to
attend all regular and special meetings of the Board of Directors.
Article VI - Committees
Section 1. Executive Committee: Three directors shall be appointed by the
President to serve with him/her as members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and By-Laws, The
executive Committee shall have all of the powers and authority of the Board of
Directors as granted by the Board during the intervals between meetings of the
Board, all subject to the direction and control of the Board of Directors. The
Executive Committee shall act as the nomination committee.
Section 2. Finance Committee: Treasurer/Financial Office formed by the Board.
The Board must approve the budget, and all expenditures of PALS Rescue.
Expenditures must be consistent with the approved budget. The Board must
approve any substantial change in the Budget. PALS Rescue’s fiscal year shall
be coincident with the calendar year. Annual reports are required to be
submitted to the Board showing income, expenditures, and pending or
anticipated income. The financial records of PALS Rescue will be public
information and shall be available to supporters, Board members, and the
public.
Section 3. The fund raising committee will devote 100% of its time in raising
funds through special events, promotions, and membership drives. This group
will recruit volunteers to work on fund raising events as well as apply for grants.
The fundraising committee will elect a Vice president to serve as a member of
the board of directors and the Executive committee. A person will be elected or
designated as a recorder to keep minutes of the activities and a treasurer to
make deposits and furnish complete records to the board Finance Director.
Section 4. The Committee for Public relations, Press, Communications, may
be elected, appointed or done by a volunteer. The chair of this committee will
be named as a Vice President and serve on the Board and Executive
Committee. The responsibility of this committee is to promote the events of the
organization to the membership, press, radio TV.
Section 5. The committee for Shelter Operation, Volunteers, and animal rescue
will work with the executive director of the shelter to insure proper manpower is
always available to operate the shelter and help abused and abandoned
animals. The chair of this committee will be a Vice president and serve on the
Board of Directors and the Executive Committee.
Section 6. The Board of Directors may as it sees fit, create other committees.
The Chair of these Committees will be named as a Vice President and serve on
the Board and the Executive committee. Any committee that receives funds
shall maintain a recorder and treasure.
Section 7. The Chair/Vice Presidents will be chosen from the general
membership composed of any person who is known to be of integrity and good
reputation who is interested in the objectives of PALS. Members are required to
be current in all dues to serve on any committee or vote.
ARTICLE VI – MISCELLANEOUS
Section 1. The Executive Director shall be a voting member of the Board of
Directors.
Section 2. The composition of the Board of Directors will be as follows:
One member appointed from each of the cities of Summit, McComb, Magnolia,
Osyka, and the Board of Supervisors. The Vice Presidents of Fund Raising,
Membership, Public Relations, Shelter operations, and/or other committees
established by the Board, will each serve on the Board of Directors. The
remaining six seats on the Board of Directors will be filled by members of the
public that are also members in good standing with PALS.
Section 3. The Board of Directors has the authority to bestow honorary
memberships upon deserving individual.
ARTICLE VII-AMENDMENTS
Section 1. These Bylaws may be amended when determined necessary by a
two thirds majority of the Board of Directors. Proposed amendments must be
submitted to the Secretary to be sent with regular Board Announcements.
THESE BYLAWS WERE APPROVED AT A REGULAR MEETING OF MEMBERS AND
OFFICERS OF PIKE ANIMAL LEAGUE AND SHELTER ON JUNE 10, 2002 AND ADOPTED
BY PALS RESCUE ON JULY 15, 2006.
By-Laws
A Mississippi Non Profit Corporation
A Registered Mississippi Charity
A 501(c)(3) Corporation
Donations to PALS Rescue are tax
deductible.
Make Donations at First Bank or you
may use PayPals.