BY-LAWS OF VASHON ISLAND PET PROTECTORS, INCORPORATED
ARTICLE I - NAME
The name of the association is the VASHON ISLAND PET PROTECTORS, INCORPORATED, a non-profit corporation, incorporated in the State of Washington and operating under the laws of said state.
ARTICLE II - PURPOSE AND OBJECTIVES
The purpose of this organization shall be to ensure that all Vashon and Maury Island domesticated pets and companion animals have homes. VIPP shall be a “no-kill” organization. To serve this purpose, the following are the objectives this organization shall meet:
1. To operate a low cost spay-neuter program.
2. To find homes for relinquished or abandoned pets found on Vashon and Maury Islands.
3. To encourage responsible pet ownership through educational programs.
4. To maintain a list of lost and found pets on Vashon and Maury Islands.
5. To raise funds to support the operations of the organization.
ARTICLE III - MEMBERSHIP
1. A member is anyone who supports the purpose and objectives of the organization, registers with the organization and who pays the yearly dues, or secures a waiver from dues through the Treasurer.
2. A member may be suspended or terminated if the Officers find that the member has acted without regard to the Purpose or Objectives of the organization.
ARTICLE IV - OFFICERS
1. The officers of the organization shall consist of a President, a Vice-President, a Treasurer, and a Recording Secretary and be responsible for the overall operations of the organization.
2. Officers shall serve two-year terms, with the President and Secretary elected one year and Vice-President and Treasurer elected the following year, by a majority vote of members in good standing. Vacancies occurring prior to the annual meeting shall be filled upon appointment by the President and Board.
3. A Nominating Committee of active members shall be appointed by the President.
4. The President shall call and preside at all meetings, appoint all committees, prepare an agenda for each meeting, review the monthly treasurer’s and membership reports, and perform such other functions as may be designated by the Board of Directors.
5. The Vice-President shall act in the absence of the President and perform such other duties as may be designated by the President or the Board of Directors.
6. The Treasurer shall collect the dues, deposit funds, pay accounts charged to the organization, keep the financial accounts in accordance with approved budgetary procedures, present a monthly report to the President, and perform other duties as required.
7. The Recording Secretary shall take roll at each meeting, transcribe the minutes of each meeting, maintain a current membership roll with each member’s contact information, notify members of special meetings, and provide a copy of the minutes of each meeting within 15 days to each Officer. A monthly membership report shall be provided to the President.
8. The officers will be subject to a recall election when two-thirds of the current members submit a written petition to the Board of Directors. Recall requires a simple majority vote.
ARTICLE V - THE BOARD OF DIRECTORS
1. The Board of Directors shall consist of the officers of the organization and five to nine additional members from the membership of the organization. Directors other than the officers shall be appointed by the President and serve for a period of three years. These Directors may serve no more that two consecutive terms. There shall be no compensation.
2. The Board is responsible for ensuring that the organization operates in accordance with the Articles of Incorporation, that the Purpose and Objectives of the organization are being met, and for the overall financial health of the organization.
3. The Board shall be empowered to act in emergencies on matters not covered in the By-laws.
4. The Board of Directors shall elect a Chair and Vice-Chair. The Chair shall preside over the meetings with the Vice-Chair presiding in the Chair’s absence.
5. The Board shall meet at least semi-annually to review a comprehensive report submitted by the President to the Board.
6. Directors shall receive two weeks written notice of all Board meetings.
7. Resignation from the Board must be in writing to the Chair, or Vice-Chair if the Chair is resigning.
8. A Director may be removed for excessive unexcused absences or other reasons by a majority vote of the remaining Directors. Timely written notice of said removal shall be provided with a designated effective date and reasons for such removal.
ARTICLE VI - MEETINGS
1. Regularly scheduled meetings shall be held.
2. Additional meetings may be called at the discretion of the President.
3. An annual meeting shall be held no later than December 31.
4. Only members in good standing shall be eligible to vote.
ARTICLE VII - AMENDMENTS
Amendments to the By-laws may be initiated by any member in writing to the President. A notice of the proposed amendment shall be posted. The proposed amendment shall be discussed and voted upon no later than the second meeting after it has been submitted to the President. An amendment may also be initiated by the Board of Directors. A simple majority vote of the active members shall be required to adopt any amendment.
ARTICLE VIII – INDEMNIFICATION
All Directors and Officers are hereby indemnified by the organization for their actions conducted in accordance with their duties and responsibilities. Lawsuits resulting from actions outside of the scope of the responsibilities and duties of each Director and Officer are the sole responsibility of the Director or Officer and the organization shall not be held responsible.
ARTICLE IX – DISSOLUTION
In the event of the dissolution of Vashon Island Pet Protectors, a Washington non-profit organization, the net assets of the organization shall be distributed as follows: A. All liabilities and obligations shall be paid, satisfied, and discharged or adequate provisions shall be made thereof. B. All remaining assets shall be transferred to any non-profit corporation with similar purposes as determined by the Board of Directors.
ARTICLE X – TRANSITION
To implement a smooth transition to operation under these By-laws, the following actions will take place:
1. The election of the President and Secretary.
2. The appointment of the Board of Directors.
3. A selection by lot, whereby one third of the non-officer members of the Board of Directors receives an initial term of one year, one third receives an initial term of two years, and one third receives an initial term of three years. All terms after this initial selection are for three years.
ARTICLE X expires December 31, 2012 or upon completion of activities 1-3 as outlined above, whichever is first.