BY-LAWS – MOLOKA’I HUMANE SOCIETY (MoHS)

ARTICLE I – NAME

The name of this organization shall be MOLOKAI HUMANE SOCIETY (MoHS), a non-profit corporation.

ARTICLE II – PURPOSE

The objective of this organization shall be to educate the community and its children as to the care, protection, responsibility and wellbeing associated with animals.

ARTICLE III- MEMBERSHIP

Section 1. Classification of Membership
Any person interested in the objective and purposes of the Society and expressing a desire to support the Society’s program may become a member of the Society upon payment of dues and completion of membership form.

Section 2. Dues
A. The Board of Directors may change the amount of the dues or increase or decrease the types of membership in the Society, but may not by such changes affect any rights acquired by any Life membership;
B. Annual dues are due and payable on the anniversary of such members;
C. If dues are not paid within thirty (30) days thereafter, such membership shall cease.
Section 3: Non-Members
A person not a member of this Society, but contributing money or things of value, shall be known as a Contributor

Section 4: Privileges of Membership
A.) The privilege of voting is granted effective six (6) months after election to all members except Honorary and Youth members. When a family joins, only one vote will be recorded unless all parties pay appropriate dues;
B.) The privilege of the floor shall be extended to any person entitled to vote at meetings of this Society, i.e. paid member.
Section 5: Termination of Membership
The Board of Directors may, by two-thirds (2/3) vote, may terminate any membership for cause at any time and shall have full discretionary powers in doing so.

ARTICLE IV – ANNUAL MEETING

Section 1. Annual Meeting
A) The Annual Meeting of this Society shall be held in the last quarter of each fiscal year for the consideration of reports and to elect members of the Board of Directors and transact any other business as necessary. The time and place will be designated by the Board of Directors. Notice of the meeting shall be posted at least thirty (30) days in advance of the date set for such a meeting;
B) Order of Business. The order of business at the annual meeting shall be:
1. Roll call/determination of quorum;
2. Proof of due notice of meeting;
3. Reading and disposal of minutes;
4. Annual reports of officers and committees;
5. Unfinished business;
6. New business;
7. Election of directors;
8. Adjournment.

Section 2. Special Meetings
Special meetings shall be called at any time by the Secretary when so directed by the President or by a majority of the Board of Directors. Notice of such meetings shall be given to members at least fifteen (15) days in advance of the date of such a meeting.

Section 3. Quorum
Majority vote of the members present at the time of the vote will constitute a quorum.

Section 5. Rules
Any question concerning parliamentary procedure at meetings of this Society shall be determined by reference to Robert’s Rules of Order.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Number, Election, and Terms of Office
The Board of Directors shall consist of not fewer than five (5) or more than seven (7) members. Directors are elected at the annual meeting by a vote of a majority of members present. There are no term limits. A director shall hold office for a term of two years and until his successor is elected. The membership of the board shall be divided into two classes; first class (position of President and Treasurer) serving a two year term and second class (position of Vice President and Secretary) serving a one year term.

Section 2. Duties of Board of Directors
A) Follow the By-Laws, act lawfully, and be dedicated to fulfilling the Society’s mission;
B) Attend meetings prepared and ready to focus on and conduct the Society’s business;
C) Complete all projects as agreed;
D) Form committees (permanent and temporary) and appoint pro-tem committee chairs.

Section 3. Authority of Board of Directors
A) Shall have power to fill board vacancies or offices for the remainder of any term;
B) Shall have power to appoint and remove officers, directors and employees and prescribe their duties;
C) Shall form committees and appoint and remove committee members and pro-tem committee chairs;
D) Shall not pay any expenses/bills incurred over $250.00 without prior approval by the majority of all directors.

Section 4. Absence
Any director absent from three (3) consecutive Board of Directors meetings shall be deemed to have resigned from the Board and offices held. The vacancy shall be filled as soon as possible by the majority of directors present.

Section 5. Removals, Resignations, Vacancies
The Board of Directors may at any meeting, by vote of a majority of all directors, remove from office any director or officer with or without cause. The Board of Directors may at any meeting, by vote of the majority present, accept the resignation or fill any vacancy of any officer or director for the remainder of the term vacated.

ARTICLE VI – MEETINGS OF THE BOARD

Section 1. Annual Organization Meeting
Following the Annual Meeting of the Membership, an Annual Organization Meeting of the Board of Directors shall be held to elect officers of the Society, to set the date, time and place of the next Board of Directors meeting and to conduct other business as necessary.

Section 2. Regular and Special Meetings
Regular Board of Director meetings shall be held monthly unless the board determines otherwise. Special meetings of the board may be called at any time by the president, president’s designee or two directors.
Section 3. Executive Sessions
An executive meeting is a meeting of the board that is closed to the public. Executive meetings are authorized in eight specific circumstances and cannot be convened for any other purpose:
A. Licensee Information;
B. Personnel Decisions;
C. Labor Negotiations/Public Acquisition;
D. Consult with Board’s Attorney;
E. Investigate Criminal Misconduct;
F. Public Safety/Security;
G. State/Federal Law or Court Order.

Section 4. Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of business.

Section 5. Notices
Notice of the date, time and place of Regular and Special meetings may be posted in a local newspaper, local bulletin boards in Kaunakakai, and local post offices.

Section 6. Protocol for Meetings of the Board of Directors
A. Quorum – The number of directors needed to conduct business is a majority of all directors. Each director is entitled to one vote. There shall be no proxy voting;
B. Parliamentary Authority – the authority on meeting procedure is Robert’s Rule of Order, Newly revised;
C. Open Meetings – Whenever practicable, all meetings, except Executive Sessions, will be open to members and the public;
D. Privilege of the Floor – Members have the privilege of the floor and may participate in any deliberation or discussion, other than Executive Session, unless a majority of a quorum of the board votes otherwise. Non-members do not have the privilege of the floor unless a majority of a quorum of the board votes otherwise;
E. Meeting Minutes – Minutes shall be recorded of all board meetings and shall include the recorded vote of each board member on all motions except motions voted on in Executive Session;
F. Conflict of Interest – A director with a conflict of interest must disclose the nature of the conflict before voting. The meeting minutes shall record the disclosure;
G. Certifying Rules/Financial Records/Documents – To certify a document is to guarantee it is correct. All documents made by the Board or financial records deemed correct by the Board or other records for which the Board has legal responsibility need statements of certification, signatures, and dates;
H. Only directors have voting privilege at board meetings.

ARTICLE VII – OFFICERS, NUMBERS, TITLES AND TERMS OF OFFICE

Section 1. Officers.
A) All officers shall be directors; No term limits
B) Officer Positions: First Class (position of President and Treasurer) serving a two year term and Second Class (position of Vice President and Secretary) serving a one year term.
C) Officers are elected by the Board at the Annual Organization Meeting to serve one-year terms.

Section 2. Duties of President
A) Performs duties subject to the control of the Board;
B) Exercise general supervision and direction over the management and conduct of the business of the Society;
C) Prepares meeting agendas for all directors or assign task to designee;
D) Presides at all meetings unless a majority of the board present directs otherwise;
E) Follows meeting agendas, keeps meetings on-task, maintains momentum and maintains direction and order.

Section 3. Duties of Vice President
A) Performs duties subject to the control of the Board;
B) Assists the President as requested;
C) Performs the Presidents duties during the President’s absence or disability.

Section 4. Duties of Secretary
A) Performs duties subject to the control of the Board;
B) Keeps custody of the Society’s documents, by-laws, meeting records and general archives except as they may be expressly placed in the charge of others by order of the Board;
C) Preserves a record of all meetings and prepares copies for each director.

Section 5. Duties of Treasurer
A) Performs duties subject to the control of the Board;
B) Withdraws funds for the Society’s needs from any depository upon a check signed with the signature of treasurer and one other signature.
C) Collect/deposits monies due or belonging to the Society in a place designated by the Board and promptly gives receipts;
D) Pays duly incurred debts and bills;
E) Submits to the Board for approval before payment all directors’ reimbursements requests over $250.00.
F) Reports to the Board on the finances of the Society, and maintain current financial records including detailed lists of income and expenses;
G) The books and accounts of the Society shall be audited annually by a certified public accountant (CPA) selected by the Board unless the majority of all directors vote to replace the audit with a thorough examination of the financial records to take place in Executive Session before the annual meeting. After the examination, a majority of all directors must each certify that the books and accounts are correct. Unless the accuracy of the financial records is so guaranteed, the board shall arrange a CPA audit within thirty days;
H) Keeps a current roster of members.

ARTICLE VIII- COMMITEES

Section 1. Form and Disband
The Board of Directors may form and disband standard and temporary committees and add and remove committee members and chairs by a majority of Directors present.

Section 2. Choose Committee Members
A) The Board of Directors shall choose committee members, members choose their committee chairs;
B) A Director shall serve on each committee.

ARTICLE IX – DOCUMENTS OF THE SOCIETY

All documents made for the Society’s purpose and use are property of the Society. Any member may, at no cost and during reasonable hours at a place chosen by the Board examine the most current financial statement and minutes of the most recent meeting of the Board (other than minutes of Executive Sessions).

ARTICLE X – FISCAL YEAR

The fiscal year of the Society shall commence on the first day of July each year and shall end on the last day of June of the same year.

ARTICLE XI – AMENDMENT OF BY-LAWS

These By-Laws may be repealed, altered or amended by two-thirds (2/3) vote at any Annual Meeting or at any Special Meeting of this Society called for that purpose, provided any alternations or changes proposed shall first have been submitted o the Board of Directors and approved by a majority vote thereof not less than sixty (60) days prior to the holding of such Annual or Special Meeting. Following such approval by the Board, copies of such proposed alterations or changes shall be mailed to all members of the Society not less than fifteen (15) days prior to the holding of such Annual Meeting or fifteen (15) days prior to the holding of such Special Meetings. The certification acknowledges the document as a true and official document of the Society attested to by the Board and dated and signed in the Board’s presence by the Secretary.

ARTICLE XII – INDEMNIFICATION

The Society shall indemnify its officers, directors, employees, and agents to the fullest extent possible under the provisions of the Hawaii corporation law (Chapters 415 and 415B, Hawaii Revised Statutes as amended with particular reference to sections 415-5 and 415-B, Hawaii revised Statutes as amended).

The Society may purchase liability insurance coverage for any person serving as an officer, director, employee, or agent to the extent permitted by applicable State law.

Certification: I hereby certify these documents are the true and official revised By-Laws of the Society attested to by the Board of Directors on January 18, 2009 and dated and signed in the Board’s presence by the President.

Posted As Of June 6th 2016