| ARTICLES OF INCORPORATION FOR
INTERNATIONAL HEDGEHOG ASSOCIATION
ARTICLE I
NAME
The name of the Corporation is
"The International Hedgehog Association, Incorporated."
ARTICLE II
AUTHORITY
The Corporation is organized
pursuant to the provisions of the laws of the State of Colorado as pertains
to nonprofit corporations.
ARTICLE III
MEMBERS
The Corporation will have members.
ARTICLE IV
PURPOSE
The purpose of the Corporation
is to practice and promote the education of the general public in the care
and betterment of and to facilitate the rescue, welfare, and care of animals,
specifically hedgehogs, in the international setting.
ARTICLE V
DEFINITIONS
For the purpose of legal interpretation
in the state of Colorado and Colorado nonprofit corporation laws, the term
"hedgehog" shall be construed to mean those animals specifically designated
in the order of Insectivora, and any animal deriving as a species or subspecies
there from.
ARTICLE VI
LIMITATIONS OF CORPORATE POWERS
The Corporation is not organized
and shall not be operated for pecuniary gain or profit. No part of the
property of the Corporation and no part of its net earnings shall inure
to the benefit of or be distributable to any officer, member, or other
private individual. The Corporation shall never be authorized to engage
in a regular business of a kind ordinarily carried on for profit or in
any other activity except in furtherance of the purposes stated above for
which the Corporation is organized.
ARTICLE VII
EXECUTIVE BOARD OF DIRECTORS
The affairs of the Corporation
shall be managed by an Executive Board of Directors. The method of appointment
of the Executive Board of Directors shall be determined by the bylaws of
the Corporation.
ARTICLE VIII
INITIAL PRINCIPAL OFFICE
The mailing address of the initial
principal office of the Corporation is 16270 North County Road 25E, Loveland,
Colorado, 80524, United States of America
ARTICLE IX
REGISTERED OFFICE AND REGISTERED
AGENT
The initial registered office
of the Corporation is 16270 North County Road 25E, Loveland, Colorado,
80524, United States of America. The initial Registered Agent of the Corporation
is Zug. G. Standing Bear.
ARTICLE X
INCORPORATOR
The name and address of the incorporator
is: Zug. G. Standing Bear, 16270 North County Road 25E, Loveland, Colorado,
80524, United States of America
ARTICLE XI
LIABILITY
Personal liability of all directors
and members of the Corporation to the Corporation or its members for monetary
damages for breach of duty of care and other duty as a director is hereby
eliminated to the extent allowed by Colorado corporation laws or any successor
statute(s).
Directors or members of the Corporation
will be held personally liable for their acts if deemed to be misconduct,
breach of duty, or irresponsible monetary liability to the Corporation,
as determined by the Executive Board of Directors.
ARTICLE XII
BY-LAWS
Bylaws, enacted and implemented
as specified therein, shall govern the basic and extended structure of
the corporation.
IN WITNESS THEREOF, the undersigned
executes these Articles of Incorporation this DAY day of MONTH, 1999.
Zug. G. Standing Bear
Incorporator
BY-LAWS - INTERNATIONAL HEDGEHOG
ASSOCIATION
ARTICLE I
Members
Section A: Membership.
Active members of this corporation
shall, by virtue of their membership, be entitled to all rights and privileges
of this Corporation. Upon the resignation, termination, or removal of membership
as hereinafter provided, that member shall cease to be a member of this
Corporation.
Section B: Termination of Membership.
Upon termination from membership
of this Corporation, the member shall surrender all documents in her or
his possession belonging to the Corporation.
Section C: Membership Orientation
and Rules.
Membership in this Corporation
shall be open to all persons who support the goals of this organization
and who qualify under one or more of the membership categories enumerated
in Section E, below.
Section D: Fidelity to Charter
and Bylaws.
All members shall abide by the
Charter (Articles of Incorporation) and Bylaws of this Corporation and
shall file an application for membership. Membership application files
will be maintained by the Corporation designee.
Section E: Membership Categories.
The following membership categories are established:
1. Member: A person over the
age of 18 years who has been formally accepted for membership by majority
vote of the Corporation Board of Directors and has paid the membership
dues in effect at the time of application. Members may vote and hold office
in the Corporation.
2. Family Membership: A person
over the age of 18 years who has been formally accepted for family membership
by majority vote of the Corporation Board of Directors and has paid the
membership dues in effect at the time of application is designated the
principal family member. Other members of the principal family member’s
household may accrue Corporation benefits as determined by Corporate policies.
Principal family members may vote and hold office in the Corporation.3.
Rescue Membership: A person over the age of 18 years who has been formally
accepted for rescue membership by majority vote of the Corporation Board
of Directors and has paid the membership dues in effect at the time of
application is designated the principal rescue member. Other members of
the principal rescue member’s organization may accrue Corporation benefits
as determined by Corporate policies. Principal rescue members may vote
and hold office in the Corporation.4. Breeder Membership: A person over
the age of 18 years who has been formally accepted for breeder membership
by majority vote of the Corporation Board of Directors and has paid the
membership dues in effect at the time of application is designated the
principal breeder member. Other members of the principal breeder member’s
organization may accrue Corporation benefits as determined by Corporate
policies. Principal breeder members may vote and hold office in the Corporation.5.
Life Member: Any member that has satisfied the requirements for membership
in any of the above four categories may apply for life membership within
that category. Upon acceptance by majority vote of the Corporation Board
of Directors and payment of the lifetime dues in effect at the time of
application, the member shall be designated a Life Member (Life Member,
Life Family Member, Life Rescue Member, Life Breeder Member). Life membership
status shall have the effect of relieving the life member from the paying
of dues for the remainder of the life of the principal member or the life
of the Corporation, whichever occurs first. Life members and principal
organization life members (family, rescue, and breeder) may vote and hold
office in the Corporation.
6. Youthful Member: A person
up to and including the age of 18 who has been formally accepted for youthful
membership by majority vote of the Corporation Board of Directors and has
paid the membership dues in effect at the time of application. Youthful
members may not vote or hold office in the Corporation.
7. Veterinarian/Veterinary Clinic
Member: An individual or an organization that employs an individual that
is a veterinarian properly licensed by a state or province to practice
veterinary medicine who has been formally accepted for veterinarian/veterinary
clinic membership by majority vote of the Corporation Board of Directors
and has paid the membership dues in effect at the time of application.
Veterinarian/veterinary clinic members may not vote or hold office in the
Corporation in this membership class, but may do so as a member in categories
described in Article I, Section E, Paragraphs 1-5, above.
Section F: Office Holding.
All regular members or principal
members of group membership categories of this Corporation are eligible
to hold office in this Corporation, within the parameters set in these
bylaws.
Section G: Applications for Membership.
1. Membership Application and
Approval: Application for membership in this Corporation shall be on forms
approved for such purposes by the Executive Board of Directors. As a minimum,
the application form shall contain the full name of the applicant, the
applicants complete mailing address, contact telephone number, and a statement
declaring that the applicant has never been convicted in any court of animal
cruelty, neglect and/or abuse. Applications shall be submitted to the Corporate
designee or such committee as designated by the Executive Board of Directors,
who shall recommend membership to the Executive Board of Directors. Membership,
in order to be effective, must be approved by the Executive Board of Directors.
Persons convicted in any court of animal cruelty, abuse, and/or neglect
are ineligible for membership in the Corporation in any membership category.
2. Membership Credentials: Upon
approval of the application for membership, the Corporate designee shall
issue the approved membership identification credentials, to include a
membership number and membership card to the new member.
Section H: Membership Records
and Record Accountability.
Persons accepted for membership
in this Corporation under the provisions of these bylaws will be assigned
a permanent membership number that shall not be reassigned to any other
person. A permanent file of the membership documents, including application
and any other papers generated pertaining to that member, shall be maintained
by the Corporate designee. These records shall be considered confidential.
Member's records may be reviewed by the individual member, the Executive
Board of Directors, and/or appointed office-holders only in relation with
official duties of the Corporation.
Section I: Compliance with By-Laws.
Each member shall be provided
with a copy of these bylaws. It shall be the responsibility of each member
to read and understand these bylaws. A substantiation of alleged violation(s)
of the terms of these bylaws may result in disciplinary action as determined
by the published policies of the Executive Board of Directors. Members
called to account for alleged bylaw violation(s) by the Executive Board
of Directors may present arguments in their defense to the Executive Board
of Directors, whose decision shall be final in these matters.
Section J: Termination of Membership.
The Executive Board of Directors
may revoke membership of any member under the following circumstances:
1. Failure to comply with the
Charter of this Corporation, its bylaws, and/or its published policies.
2. Conviction in any court of
animal cruelty, neglect, and/or abuse.
3. Making a false statement on
an application for membership in this Corporation.
ARTICLE II
Annual Meeting and Regular Meetings
of Members
Section A: Annual Meetings.
The annual meeting of the members
of this Corporation shall be held in a place designated by the Executive
Board of Directors.
Section B: Notice of Annual Meetings.
Notice of the annual meeting
must be provided to members by the Executive Board of Directors or the
Corporate designee by mail to the member's address as listed with the Corporation
at a minimum of three months prior to the scheduled meeting, which shall
include the date, time, and place of the meeting. Members are responsible
for maintaining a current mailing address with the Corporation.
Section C: Other Meetings.
In addition to the annual meeting
of the members, there may be other meetings held at the discretion of the
Executive Board of Directors, providing a notice of such meeting is provided
to all members in accordance with Section B, above. Regular meetings of
the Executive Board of Directors must be announced at least two months
in advance and may be conducted electronically (via teleconferencing, the
Internet, etc.). Board deliberations concerning the changing of these bylaws
must be announced to the membership via mail at least three months prior
to the meeting and a vote on any charter or bylaws change may only be voted
upon at the Annual Meeting of Members.
Section D: Decision-Making Authority
and Decision Process.
1. Decision-Making Authority:
Decision-making authority rests with the Executive Board of Directors on
a majority vote basis. At their discretion, the Executive Board of Directors
may elect to authorize voting of the membership on one or more issues and
decisions. In such cases, each member shall be entitled to one vote.
2. Voting Process and Proxies:
Votes may be cast in person or by signed proxy by members in good standing
mailed to the Secretary of this Corporation, and voted by the Secretary.
Valid proxies must carry the members membership number, the date of the
authorization, as well as the date of the meeting at which the proxy will
be voted. Proxies must be announced and checked by the Secretary prior
to the announced time of the meeting. The original proxy will be required
to vote and no copies will be accepted.
3. Membership Voting Quorum:
A quorum of the voting membership will consist of ten percent of the voting
members of the Corporation in good standing.
ARTICLE III
Officers and Officials
Section A: Executive Board of
Directors.
1. Composition of the Executive
Board of Directors: The Executive Board of Directors shall consist of not
less than five or more than eight members. Directors holding more than
one position shall be entitled to only one vote.
2. The Founding Executive Board
of Directors: The Founding Executive Board of Directors shall be those
directors that founded the Corporation. The founding directors may hold
their corresponding office in the Corporation until voluntary resignation,
removal from office via certification election of members, death, debilitation,
and/or losing qualification for membership in the Corporation.
3. Terms of Founding Directors:
The terms of office of founding directors shall number two or three years,
depending upon the position. All subsequent positions occupy two year terms
of office. The founding executive board positions hold office as follows:
a. President (chief executive
officer): Three year term expires in December, 2002
b. First vice president (public
education): Two year term expires in December, 2001
c. Second vice president (rescue):
Three year term expires in December, 2002
d. Third vice president (membership):
Two year term expires in Dec., 2001
e. 4th vice president (breeder
education/registry): Three year term expires in 12/2002
f. 5th vice president (research
and development): Two year term expires 12/2001
g. Treasurer (chief financial
officer): Three year term expires in Dec., 2002
h. Secretary: Two year term expires
in Dec., 2001
4 Vacancies: Any Director
may resign effective upon giving written notice to the President or the
Secretary, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time,
a successor may be appointed to take office when the resignation becomes
effective.
5. Appointment of New Directors:
New directors shall be appointed by a 75% vote of the present Executive
Board of Directors members and shall serve until the next scheduled certification
election date for the particular Director position (December 31st of the
next even year for President, Second Vice President, Fourth Vice President,
and Treasurer and December 31st of the next odd year for the First Vice
President, Third Vice President, Fifth Vice President, and Secretary).
Members of the Corporation may nominate a Director candidate by petition
containing a minimum of ten member signatures. The nominee must be considered
by the Executive Board of Directors for the open position. However, the
final appointment decision of a vacant Director’s position rests with the
Executive Board of Directors.
Section B: Appointment and Removal
of Officers.
1. Officers: The Officers of
the Corporation shall be all members of the Executive Board of Directors.
2. Election of Officers: The
Officers of the Corporation shall be certified every two years (three years
for certain founding directors initially) by majority certification (continue
to serve/not continue to serve) vote of the members and each shall hold
office until s/he resigns, is removed from office, or is otherwise disqualified
to serve.
3. Removal and Resignation of
Officers:
a. Subject to the rights, if
any, of an Officer under any contract of employment, any Officer may be
removed, with cause as stated in written Corporation policies, by the Executive
Board of Directors, at any regular or special meeting of the Executive
Board of Directors.
b. Any Officer may resign at
any time by giving written notice to the Corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice,
the acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the Officer is a party.
4. Vacancies: A vacancy in any
office because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in the by-laws for
regular appointments to that office.
Section C: General Responsibilities
of the Executive Board of Directors.
1. General Responsibilities:
Subject to the provisions of the general corporation law of the State of
Colorado and to any limitations in the Articles of Incorporation of the
Corporation relating to action required to be approved by the members,
as that term is defined in these by-laws, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised
by or under the direction of the Executive Board of Directors. The Executive
Board of Directors may delegate the management of the day-to-day operation
of the business of the corporation to Executive Board members, an executive
director, designated committees, or other persons, provided that the business
and affairs of the corporation shall be managed and all corporate powers
shall be exercised under the ultimate direction of the Executive Board
of Directors.
2. Standard of Care: Each Director
shall perform the duties of a Director, including the duties as a member
of any committee of the Executive Board upon which the Director may serve,
in good faith, in a manner such Director believes to be in the best interests
of the Corporation, and with such care, including reasonable inquiry, as
an ordinary prudent person in a like position would use under similar circumstances.
3. Policy Documents: The Executive
Board of Directors shall create a system of creating and managing written,
numbered policy documents that will govern the affairs of the Executive
board of Directors, the Corporation committees, and Corporation members
when acting for and through the Corporation. All such policy documents
must be in compliance with the Corporation Charter and these bylaws.
4. Committees: Committees of
the Executive Board may be appointed by resolution passed by a majority
of the entire Executive Board. Committees shall be composed of two or more
members of the Executive Board, or Members of the Corporation, and shall
have such powers of the Executive Board as may be expressly delegated to
it by resolution of the Executive Board of Directors, except those powers
expressly made non-delegable by the Corporation charter or these bylaws.
Committees shall be governed by written policy documents approved by majority
vote of the Executive Board of Directors.
Section D: Specific Responsibilities
of the Executive Board of Directors.
1. President: The
President shall be the Chief Executive Officer of the Corporation and shall,
subject to the control of the Executive Board of Directors, have general
supervision, direction and control of the business and Officers of the
Corporation. S/he shall preside at all meetings of the members and at all
meetings of the Executive Board of Directors. The President shall be an
ex officio member of all standing committees and shall have the general
powers and duties of management usually vested in the office of president
of a corporation, and shall have such other powers and duties as maybe
prescribed by the Executive Board of Directors or these by-laws. Additionally,
the President shall also perform the following duties on behalf of the
Corporation:
a. Oversee Corporation activities
and insure adherence to Corporation goals.
b. Respond to member complaints
and concerns.
c. Encourage and consider ideas
for improvement for the Corporation.
d. Work with the First Vice President
(Public Education) to develop educational and promotional materials for
the corporation.
e. Insure that the Corporation
website is accurate and current.
f. Encourage committees to submit
articles and/or informational materials about their area that can be published
on the website.
g. Seek out and implement ways
to promote the Corporation website and increase membership.
h. Insure the development, implementation,
maintenance, and improvement of a system of teaching and licensing Corporation
approved judges for educational exhibition programs.
2. First Vice President (Public
Education): In the absence or disability of the President, the First Vice
President (Public Education) shall perform all 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. The First Vice President (Public Education)
shall have such other powers and perform such other duties as from time
to time may be prescribed by the Executive Board of Directors and/or these
by-laws. Additionally, the First Vice President (Public Education) shall
also perform the following duties on behalf of the Corporation:
a. Publish the Corporation newsletter
by the time established in written Corporation policies and acting as newsletter
editor.
b. Set a deadline for newsletter
articles that will be consistent each month.
c. Send reminders to the directors
list approximately 3 days before the monthly newsletter deadline to remind
them that committee reports for the newsletter are due.
d. Encourage Corporation members
to submit articles.
e. Create and distribute an annual
membership roster in conjunction with Third Vice President (Membership).
f. Encourage and report member
suggestions for improvement of the Corporation to the Executive board of
Directors.
3. Second Vice President (Rescue):
In the absence or disability of the President and the First Vice President
(Public Education), the second Vice President (Rescue) shall perform all
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. The Second
Vice President (Rescue) shall have such other powers and perform such other
duties as from time to time may be prescribed by the Executive Board of
Directors and/or these by-laws. Additionally, the Second Vice President
(Rescue) shall also perform the following duties on behalf of the Corporation:
a. Recruit applications for rescue
organizations to affiliate with this corporation.
b. Meet approximately once per
month with the Rescue Committee to review applications and discuss ideas
for improvement of rescue programs.
c. Maintain and publish a database
of rescue contact information.
d. Seek out and make available
resources relevant to rescue.
e. Develop and implement fundraising
efforts for rescue.
f. Forward requests for rescue
funding to the Executive Board of Directors for consideration.
g. Prepare informational articles/brochures
about rescue.
h. Reply to requests for information
about rescue.
i. Submit the Rescue Committee
report to the newsletter editor by deadline each month.
j. Encourage people participating
in rescue to write up their experiences for the newsletter. k. Produce
a standardized adoption form for the rescues, and encourage its use.
l. Encourage and report rescue
suggestions for improvement of the Corporation to the Executive Board of
directors.
4. Third Vice President (Membership):
In the absence or disability of the President, First Vice President (Public
Education), and Second Vice President (Rescue), the Third Vice President
(Membership) shall perform all 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. The Third Vice President (Membership) shall have such
other powers and perform such other duties as from time to time may be
prescribed by the Executive Board of Directors and/or these by-laws. Additionally,
the Third Vice President (Membership) shall also perform the following
duties on behalf of the Corporation:
a. Maintain list of Corporation
members, including dates when membership requires renewal or discontinuance.
b. Notify members that membership
requires renewal two months prior to end of membership.
c. Provide committees with membership
information as needed.
d. Provide monthly updates to
the newsletter coordinator about new and expired memberships.
e. Submit a monthly article about
membership to the newsletter editor by deadline.
f. Send membership materials
as described in these bylaws and written Corporation policies to new and
renewing members of the corporation.
g. Create an annual membership
roster in cooperation with the newsletter editor.
h. Forward any member questions
to the member of the Executive Board of Directors responsible for that
particular function.
i. Seek out and implement cost
effective ways to promote the Corporation and its goals.
j. Work with the President to
create promotional materials for the Corporation.
k. Work with Corporation Directors
and Members to promote a positive image of the Corporation.
l. Seek out and implement ways
to promote the Corporation in a variety of media.
5. 4th Vice President (Breeder
Education/Registry): The Fourth Vice President (Breeder Education/Registry)
shall have such powers and perform such duties as from time to time may
be prescribed by the Executive Board of Directors and/or these by-laws.
Additionally, the Fourth Vice President (Breeder Education/Registry) shall
also perform the following duties on behalf of the Corporation:
a. Receive reports from exhibition/education
events as to the results of each event.
b. Maintain a database of each
event results.
c. Keep a record of event points
earned in accordance with written Corporation policies.
d. Report to the newsletter editor
about each event's results (if event sponsor does not)
e. Encourage event sponsors to
write articles for the newsletter.
e. Maintain a registry headquarters
database or coordinate with the endorsed registry’s chief executive officer
so as to provide for a smooth working relationship with and support of
the registry.
f. Edit and send out the registry
newsletter or assist the designated editor of the registry newsletter in
the dispatch of the registry newsletter to Corporation members.
g. Encourage regional registry
coordinators and/or assist them in working with the chief executive officer
of the registry.
h. Maintain registry book keeping
and bank account or assist the registry chief executive officer as needed
in registry accounting procedures as required or requested.
i. Submit a monthly article about
registry to the newsletter editor by deadline.
j. Promote/encourage hedgehog
registrations.
k. Manage disbursement of registry
certificates or assist the registry chief executive officer in the distribution
of registry certificates.
l. Answer questions regarding
the registry or refer registry questions to the registry chief executive
officer.
m. Create informational materials
regarding the registry or assist the registry chief executive officer in
the development of informational materials.
n. Seek ways to integrate registry
materials (registry newsletters, registration certificates, etc.) into
Corporation membership benefits.
6. 5th Vice President (Research
and Development): The Fifth Vice President (Research and Development) shall
have such powers and perform such duties as from time to time may be prescribed
by the Executive Board of Directors and/or these by-laws. Additionally,
the Fourth Vice President (Breeder Education/Registry) shall also perform
the following duties on behalf of the Corporation:
a. Maintain a database of persons
involved in research regarding hedgehogs, including the nature of the project
and contact information.
b. Seek out new contacts and
information regarding hedgehog related research.
c. Develop and implement fundraising
efforts for research.
d. Develop grants programs to
encourage hedgehog related research that is relevant to hedgehog health
and welfare.
e. Submit a report on news about
research to the newsletter editor by deadline each month.
f. Encourage researchers to write
articles for the newsletter about their research.
7. Treasurer (Chief Financial
Officer): The Treasurer shall keep and maintain or cause to be kept and
maintained in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions
of the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares.
The books of account shall at all reasonable times be open to inspection
by any member of the Executive Board of Directors. The Treasurer or Corporation
designee shall deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated
by the Executive Board of Directors. S/he or the Corporation designee shall
disburse the funds of the corporation as may be ordered by the Executive
Board of Directors, shall render to the President and Directors, whenever
they request it, an account of all of the transactions and of the financial
condition of the corporation, and shall have such other powers and perform
such other duties as may be prescribed by the Executive Board of Directors
or these bylaws. Additionally, the Treasurer shall also perform the following
duties on behalf of the Corporation:
a. Maintain bank account and
finance records.
b. Provide quarterly finance
reports for the newsletter.
c. Prepare and submit required
reports and returns required by governmental agencies.
d. Advise the Executive Board
of Directors as to the financial viability of any and all proposed requests
for funding in any project proposed to the Corporation
e. Make financial records available
to members or any other relevant requestors upon request.
f. Insure that a complete and
accurate audit trail exists for all financial transactions of the Corporation.
8. Secretary: The Secretary shall
keep, or cause to be kept, a book of minutes at the principal office or
such other place as the Executive Board of Directors may order, of all
meetings of Executive Board of Directors and Members, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings,
the number of share present or represented at Members' meetings and the
proceedings thereof. The Secretary shall give, or cause to be given, notice
of all the meetings of the Members and of the Executive Board of Directors
required by these bylaws or by law to be given. S/he shall keep the seal
of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Executive Board of
Directors or by these bylaws. Additionally, the Secretary shall also perform
the following duties on behalf of the Corporation:
a. Provide the meeting minutes
to President or the President’s designee in a timely manner following meetings
so that they can be provided to the Executive board of Directors.b. Respond
to member inquiries via email when applicable.
c. Promote the Corporation internationally
via personal contact and promotional literature. d. Provide articles for
the newsletter regarding news of hedgehogs in the international setting.
e. Maintain a database of local/regional
organizational information.
f. Work with the Third Vice President
(Membership) to encourage local/regional organizations to increase Corporation
membership.
g. Provide the newsletter editor
and the webmaster with a regularly updated list of local/regional organizations.
h. Encourage local/regional organizations
to submit articles to the newsletter about their activities.
Section E: Advisory Directors:
The Executive Board of Directors from time to time may elect one or more
persons to be Advisory Directors who shall not by such appointment be members
of the Executive Board of Directors. Advisory Directors shall be available
from time to time to perform special assignments specified by the President,
to attend meetings of the Executive Board of Directors upon invitation
and to furnish consultation to the Executive Board of Directors. The period
during which the title shall be held may be prescribed by the Executive
Board of Directors. If no period is prescribed the title shall be held
at the pleasure of the Executive Board of Directors. Advisory
Directors may be engaged and discharged by majority vote of the Executive
Board of Directors.
Section F: Regulation and Supervision
of Affairs, Contracts, and Commercial Paper.
1. Regulation and Supervision
of Affairs, Contracts: The Executive Board of Directors shall regulate
and supervise the affairs of this Corporation. It shall attend to all internal
affairs of the Corporation and shall have all the powers bestowed upon
it by law. It shall make such arrangements for the carrying out of the
business of this Corporation as it shall deem best. It shall create and
terminate contracts and may exercise all of the powers expressly conferred
upon it by these Bylaws and the laws of the State of Colorado.
2. Audit Trail and Accountability:
Funds shall be collected, dispensed, and accounted for in a manner prescribed
by the Executive Board of Directors. Accountability of funds shall be established
in such a way so as to provide a clear audit trail of all funds. All financial
documents shall be made available for inspection by any member of the Corporation.
3. Quorum: Unless otherwise stated
in these bylaws, a majority of the number of the Executive Board of Directors
as fixed by the Articles of Incorporation or bylaws shall be necessary
to constitute a quorum for the transaction of business, and the action
of a majority of the Directors present at any meeting at which there is
a quorum, when duly assembled, is valid as a corporate act; provided that
a minority of the Directors, in the absence of a quorum, may adjourn from
time to time, but may not transact business. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding
the withdrawal of Directors, if any action taken is approved by a majority
of the required quorum for such meeting.
4. Compensation of the Executive
Board Directors: Directors, as such, shall not receive any stated salary
for their services, but by resolution of the Executive Board a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular and special meetings of the Executive Board; provided that nothing
herein contained shall be construed to preclude any Director from serving
the corporation in any other capacity and receiving compensation therefore.
5. Conduct of Meetings:
a. Notice, Place, and Manner
of Meetings: Meetings of the Executive Board of Directors shall be called
by the President, First Vice President (Public Education), or any two Directors
and shall be held at the principal executive office of the Corporation,
unless some other place is designated in the notice of the meeting. Members
of the Executive Board may participate in a meeting through use of a conference
telephone, electronic mail, or similar communications method so long as
all members participating in such a meeting can hear or read what is said
or otherwise communicated. Accurate minutes of any meeting of the Executive
Board of Directors or any committee thereof, shall be maintained by the
Secretary or other Officer designated for that purpose.
b. Organization Meetings: The
organization meetings of the Executive Board of Directors shall be held
immediately following the adjournment of the annual meetings of the Members.
c. Other Regular Meetings: Regular
meetings of the Executive Board of Directors shall be held prior to the
regular annual meeting of Members, at such location or place as may be
designated by the Executive Board of Directors.
d. Special Meetings, Notices,
and/or Waivers: Special meetings of the Executive Board may be called at
any time by the President, the First Vice President (Public Education),
or any two Directors. At least forty-eight hours notice of the time of
the special meeting shall be delivered personally to the Directors or personally
communicated to them by a corporate officer by telephone or electronic
facsimile transmission. The aforementioned will apply to meetings scheduled
by telephone communications or electronic mail only. Other special meetings
called where travel is involved will require a notice in accordance with
the method of notice indicated above.
e. Proxies: Every member entitled
to vote, or to execute consents, may do so, either in person or by written
proxy, executed in accordance with the provisions of sections of the bylaws,
and filed with the Secretary of the Corporation.
ARTICLE IV
Registry
Section A: Registry Support.
The Corporation shall support
the registration of hedgehogs internationally in the interests of their
health and welfare. The Corporation shall endorse a designated hedgehog
registry organization through its published policies, preferably independent
of the Corporation, and encourage members of the Corporation and members
of the general public to register hedgehogs entrusted to their care. In
the absence of a viable independent hedgehog registry organization, the
Corporation may establish and maintain a hedgehog registry as an entity
of this Corporation.
Section B: Registry Operation.
Any hedgehog registry that the
Corporation operates or endorses must register all hedgehogs offered for
registration by individuals and by United States Department of Agriculture
licensed breeders. Any hedgehog registry that the Corporation operates
or endorses cannot exclude the registration of hedgehogs based upon caretaker
membership or non-membership in any particular organization.
ARTICLE V
Net Earnings and Finances
Section A: Non-Profit Status
and Fund Use Limitations.
No member of this Corporation
shall be entitled to any portion of the net earnings of this Corporation
except as in the form of grants or scholarships as provided in the Charter
of this Corporation and these bylaws, and said earnings shall not inure
to the benefit of any private person except as provided for in said Charter
and these bylaws. However, this Corporation may compensate a member of
this Corporation for expenses incurred in service to the Corporation.
Section B: Real Property and
Trustees.
All contracts shall be approved
by the Executive Board of Directors and no loans shall be made to any officer
or official of this Corporation without the approval of the Executive Board
of Directors and no mortgage, deed to secure debt, deed note, or other
legal documents whatsoever shall be executed except upon the authority
of the Executive Board of Directors. Any land designated as a held property
by the Corporation will be designated on the deed as owned by the Corporation.
The deed and/or mortgage will be placed in the hands of three trustees,
appointed by the President and approved by the Executive Board of Directors.
Rules and all restrictions will be authorized by the Executive Board of
Directors and administered by the trustees. The trustees will be responsible
to the Executive Board of Directors in matters pertaining to the property.
Section C: Loans, Mortgages,
and Sale of Stock.
In order to provide for organizational
improvement, such as the purchase of major equipment and/or real property,
the Executive Board of Directors, by majority vote, may transact to secure
loans, mortgages, and/or engage in the sale of Corporate stock at a fixed
or adjustable interest and/or dividend rate as determined by the Executive
Board of Directors by majority vote.
Section D. Dissolution.
In the event of dissolution of
the Corporation, all Corporate assets will be donated to other non-profit
animal welfare corporations as determined by a majority vote of the Executive
Board of Directors.
ARTICLE VI
Records, Reports, and Inspection
Section A: Records.
The Corporation shall maintain,
in accordance with generally accepted accounting principles, adequate and
correct accounts, books and records of its business and properties. All
of such books, records and accounts shall be kept at its principal executive
office in the State of Colorado, or at a location as fixed by the Executive
Board of Directors from time to time. Section B: Inspection of Books
and Records.
All books and records shall be
open to inspection of the Directors and Members.Section C: Certification
and Inspection of By-Laws.
The original or a copy of these
by-laws, as amended or otherwise altered to date, certified by the Secretary
or Treasurer, shall be kept at the Corporation's principal executive office
and shall be open to inspection by the Members of the Corporation at all
reasonable times during office hours.
Section D: Checks, Drafts, Etc..
All checks, drafts, or other
orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the Corporation, shall be signed or
endorsed by such person or persons and in such manner as shall be determined
from time to time by resolution of the Executive Board of Directors.
Section E: Contracts, Etc., How
Executed.
The Executive Board of Directors,
except as in the bylaws otherwise provided, may authorize any Officer or
Officers, agent or agents, to enter into a contract or execute any instrument
in the name of an on behalf of the Corporation. Such authority may be general
or confined to specific instances. Unless so authorized by the Executive
Board of Directors, no Officer, agent or employee shall have any power
or authority to bind the corporation by a contract or agreement, or to
pledge its credit, or to render it liable for any purpose or to any amount,
except as provided in these by-laws.
ARTICLE VII
Annual Reports
The Executive Board of Directors
shall provide a report to the Members annually. The annual report shall
contain a balance sheet as of the end of the fiscal year and an income
statement and statement of changes in financial position for the fiscal
year, accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized Officer of the Corporation
that the statements were prepared without audit from the books and records
of the Corporation.
ARTICLE VIII
Amendments and Revisions
Section A: Amendments by
Members.
New bylaws may be adopted or
these bylaws may be amended or repealed by the vote or written consent
of holders of a majority of the Members entitled to vote; provided, however,
that if the Articles of Incorporation of the Corporation set forth the
number of authorized Directors of the Corporation, the authorized number
of Directors may be changed only by an amendment of the Articles of Incorporation.
Section B: Power of Directors.
Subject to the right of the Members
to adopt, amend, or repeal bylaws, as provided in Section A of this Article
, the Executive Board of Directors may adopt, by a minimum 75% majority
vote of all serving Directors, amend or repeal any of these by-laws other
than a by-law or amendment thereof changing the authorized number of Directors.
Section C: Record of Amendments.
Whenever an amendment or new
by-law is adopted, it shall be copied in the book of by-laws with the original
by-laws, in the appropriate place. If any by-law is repealed, the fact
of repeal with the date of the meeting at which the repeal was enacted
or written assent was field shall be stated in said book.
ARTICLE IX
Corporate Seal
The Corporate seal shall be circular
in form, and shall have inscribed thereon the name of the Corporation,
the dates of its incorporation, and the word "Colorado."
ARTICLE X
Offices
Section A: Principal Office(s).
The principle office for the
transaction of business of the Corporation is hereby fixed and located
at 16270 North County Road 25E, United States Post Office at Loveland,
County of Larimer, State of Colorado. The location may be changed by approval
of a majority of the authorized Directors, and additional offices may be
established and maintained at such other place of places, either within
or without the United States of America, as the Executive Board of Directors
may from time to time designate.
Section B: Other Offices.
Branch or subordinate offices
may at any time be established by the Executive Board of Directors at any
place or places where the corporation is qualified to do business.
ARTICLE XI
Definitions
Section A: General Definitions
A general definition is a definition
that applies to this Corporation and its members in general. The following
general definitions are in effect:
1. Hedgehog: As defined in the
Corporation Charter.
2. Policy Document: A document
stating Corporation policy on any issue not specifically addressed or sufficiently
elaborated upon in the Corporation charter or these bylaws. Policy documents
shall be categorically organized and numbered, and indexed through a directory
that shall remain current.
Section B: Special Definitions
A special definition is a definition
that applies to these bylaws. The following special definitions are in
effect:
1. Household: Any declared unit
of at least one human being and one or more additional human beings and/or
hedgehog(s). The unit may or may not be inhabiting the same physical environment.
2. Hedgehog Rescue: Any declared
hedgehog rescue recognized as such by this Corporation through its policy
documents.
3. Webmaster: An individual responsible
for the maintenance of the Internet web site for the Corporation.
4. Registry: A person or organization
that has developed and is presently keeping a system of registration of
hedgehogs that has gained the support and endorsement of this Corporation
as stated in its written policies.
ARTICLE XII
Miscellaneous
Section A: Indemnity.
The Corporation may indemnify
agents of the Corporation (as defined by Colorado law) for breach of duty
to the Corporation and its Members where the approval required in Colorado
law has been secured. However, an agent may not in any circumstance be
indemnified for acts or omissions that constitute intentional misconduct,
the knowing and culpable violation of the law, the absence of good faith,
the receipt of an improper personal benefit, a reckless disregard or unexcused
inattention to the agent's duty to act in the best interests of the Corporation
and its Members.
Section B: Accounting Years.
The accounting year of the Corporation
shall be the calendar year from January 1 to December 31, or as fixed by
resolution of the Executive Board of Directors.
END OF THE INTERNATIONAL HEDGEHOG
ASSOCIATION
ARTICLES OF INCORPORATION AND
BYLAWS.
THE CONCLUDING SECTION IS BYLAW
ARTICLE XII, SECTION B
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