BYLAWS of Dogue de Bordeaux Rescue
The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the following articles of incorporation to form a nonprofit corporation (Chapter 317A).
ARTICLE I — NAME AND PURPOSE
Section 1: Name: The name of the organization shall be Dogue de Bordeaux Rescue. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2: Purpose: Dogue de Bordeaux Rescue is organized exclusively
(a) to provide shelter, food, supplies, services and medical care for rescued Dogue de Bordeaux until new homes are located for them;
(b) to educate the public about the Dogue de Bordeaux breed to better prepare them as potential Dogue de Bordeaux owners; and thereby preventing possible abuse, cruelty and/or neglect situations
(c) to educate the public about the importance of spaying or neutering their Dogue de Bordeaux to reduce the numbers of unwanted Dogue de Bordeaux in the animal shelters.
ARTICLE II — BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to five, but not fewer than three members. The board receives no compensation other than reimbursement for reasonable, pre-approved expenses.
Section 2 – Terms: Board members have no term limits.
Section 3 – Meetings and notice: The board shall meet at least quarterly, on an agreed upon date, time and method.
Section 4 – Election procedures: New directors shall be elected by a majority of directors’ present at such a meeting, provided there is a quorum present.
Section 5 – Quorum: A quorum must be attended by at least three board members for business transactions to take place and motions to pass.
Section 6- Officers and Duties: There shall be five officers of the board, consisting of a chair, two vice-chairs, secretary and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chairs, secretary, treasurer.
The vice-chairs shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, 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 report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 7 – Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting.
Section 8 – Resignation and termination: Resignation from the board must be in writing and received by the Secretary. A board member may be terminated for any reason by a quorum vote of the other directors.
Section 10 – Special meetings: Special meetings of the board shall be called upon the request of any board member. Notices of special meetings shall be sent out by the secretary to each board member.
ARTICLE V — COMMITTEES
Section 1 – Committee formation: The board may create committees as needed, such as fundraising, membership, etc. The board chair appoints all committee chairs.
Section 2 – Executive Committee: The five officers serve as the members of the Executive Committee.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee. The financial records of the organization are public information and shall be made available to board members and the public.
ARTICLE VI – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by three or more of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
January 1, 2019