Carroll County Animal Protection League

               CCAPL - P.O.Box 353-Carrollton, Ohio 44615

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Section 6: Conflict of interest policy

The Carroll County Animal Protection League’s conflict of interest policy will allow the board of directors, officers, and/or volunteer members to be aware of this conflict of interest policy and agree to follow it.

Where a conflict of interest may arise, the conflict of interest policy will allow the Board of Directors, officers, and volunteer members to make decisions in an objective manner without undue influence from interested parties for the best interest of the Carroll County Animal Protection League organization. The conflict of interest policy will be on behalf of the Carroll County Animal Protection League’s best interests as an organization, rather than his or her own interests. If a conflict of interest is brought before the assembly of volunteer members, the officers, and the Board of Directors, the following will be in place:

(a) A full disclosure of the interested party of the potential conflict of interest will be let known to the Carroll County Animal Protection League’s volunteer members, officers, and board of directors in a reasonable and timely fashion.

(b) The person (s) whom the conflict of interest is regarding, will not be able to attend the meeting while the conflict of interest is discussed and voted upon, and recorded in the minutes.

(c) Investigating alternatives that would not involve a conflict will be determined as to what is in the best interest for the Carroll County Animal Protection League regarding its goals and purposes.

(d) By adopting this conflict of interest policy, it will establish procedures aimed at helping the Carroll County Animal Protection League prevent its directors, officers or members from receiving compensation benefits except described in ARTICLE III: Section 4: Policies- regarding reasonable compensation for services rendered which will be documented in writing with the date and terms of approved compensation.

(e) A periodic review will be implemented for the Carroll County Animal Protection League to review its activities to make sure it is operating in a manner consistent with accomplishing its charitable purpose and does not result in private inurement or private impermissible private benefit.

(f) The assets of the Carroll County Animal Protection League are solely for this organization, are used to benefit its charitable purpose, rather than principally benefitting a private individual.

Section 1: Any adult person eighteen, (18) years or older shall be eligible for membership in the organization, (unless the person is described in ARTICLE VI -Section 7), and shall become a member upon completion of the organization’s application form and payment in full is made as described in ARTICLE IV: SECTION: 5, of the annual dues.

Section 2: Membership shall be of two (2) classes. Supportive and Junior. Supportive membership is $15.00 annually and must be of the age of eighteen (18) years old and older. Supportive members will have voting privileges and also may be elected to office and/or serve on a committee as long as their annual dues are paid as described in ARTICLE IV: SECTION: 5- for the current year.

Section 3: Junior membership is of the age of seventeen, (17) years and under. Junior membership is $5.00 annually and Junior members may volunteer to serve on a committee. However, they do not have voting privileges until the are eighteen (18) years old, and an adult member. Once a Junior member turns eighteen (18) years of age, when the renewal of dues are due, he or she will be classed as an adult, and will pay the current adult membership fee annually as described in ARTICLE IV: Section 5.

Section 4: Current Supportive members will have the right to cast one vote. Voting by proxy will be determined by the Board of Directors.

(a) If dues are not paid by January 1^st, the secretary will notify the member (s) by written notice. The member (s) have sixty (60) days to pay their annual dues or they will not be a current member until dues are renewed.

Section 5: Current supportive and Junior annual membership dues shall be payable on or before January 1^st, of each year.

Section 1: Special meetings of the members may be called at any time by the Board of Directors or any ten (10) members qualified to vote upon filing with the secretary a written request for the meeting stating the purpose or purposes for the proposed meeting. Special meetings, for which written request is made, shall be held not less than thirty (30) days nor more than sixty (60) days after the filing of the request at a time and place that the President shall designate.

Section 2: Advance notice of special meetings of members shall be given to the members by the secretary or in his/her absence by another officer.

Section 3: A nominating committee shall be chosen at the September meeting, and this committee shall present to the members at the October meeting, those seeking office. Also, nominations from the floor may be accepted at the regular October meeting and the annual December meeting. The current Vice-President shall be chairman of the nominating committee. If for any reason, the current Vice-President cannot serve in the capacity of Nominating Chairperson, the President shall appoint another member of the Board of Directors. Any voting member may nominate one or more candidates for membership to the Board of Directors by written petition filed with the nominating chairperson at least fifteen (15), days prior to the annual meeting.

Section 4: At any meeting of the C.C.A.P.L., the members present shall have authority to transact all business that may come before the meeting, as long as the majority of the present membership shall constitute a quorum.

Section 5: Regular meetings will be held once a month at a designated meeting place unless circumstances, such as inclement weather prevent the meeting from taking place. The next scheduled regular meeting will resume.

Section 1: The concerns, directions, and management of the affairs of the C.C.A.P.L. shall be vested in the Board of Directors. The Board of Directors consisting of the present President, Vice-President, Secretary, Treasurer, and three (3) elected Board of Directors. A Board of Director shall attend all regular meetings, and Board of Directors meetings, and special meetings, unless otherwise incapacitated, Election of additional Board of Directors can be done at the annual meeting, or by a special meeting called by the President and the addition of a Board of Director can be elected by a majority vote of the present Directors.

Section 2: The officers and the members of the Board of Directors shall be elected at the annual organizational meeting in December, when election of said officers and Board of Directors terms are expiring, excluding in the event of vacancy, see ARTICLE VII Officers Section 7: Removal of officer (s).

Section 3: Upon election, the officers and additional Board of Directors shall serve a one-year term. Whereas, prior to the annual December meeting, additional Board members shall be elected, if needed, in accordance with Article VI, Section 1.

Section 4: The Board of Directors shall be composed of not fewer than five (5) nor more than eleven (11) members. The Board of Directors shall have the power to add to their number as is necessary to remain a quorum.

Section 5: Any adult member eighteen (18) or over is eligible for election as a Board of Director.

Section 6: Any person convicted of "Cruelty to Animals" or who is engaged or has been engaged in "blood sports" involving animals cannot be a member or director of this organization.

Section 7: Any person who is engaged in selling live animals to any form of animal research facility, establishment, or individual (s), cannot be a member or director of said organization.

Section 8: In the future, if an Executive Committee is needed, this committee will be composed of three (3) or more of the current members, and such committee shall include the President and the Treasurer, and such other member as may be elected by the Board at its annual organization meeting, or at any meeting by authority of the members of the entire Board of Directors. The Executive Committee shall have and may exercise all of the powers of the Board of Directors when the Board is not in session, except such powers, if any, as the Board may specifically reserve to itself, or as may be specifically assigned to any other committees or any officer of the organization. The Executive committee shall adopt such rules and regulations as it may deem prudent for its management. The Board of Directors may provide such other committees as the Board deems desirable and may delegate to such committees such duties and powers from time to time as it shall deem necessary or desirable.

Section 1: Terms of officers shall be one (1) year, served consecutively. An officer must attend all regular meetings and Board of Director meetings, or when a special meeting has been called, unless incapacitated. Whenever any vacancy shall occur in any office of the organization by death, resignation or otherwise, the vacancy may be filled by the Board of Directors.

a. If and when an additional officer is needed, such as an assistant treasurer, or assistant secretary, or assistant Vice-President, one will be appointed by the Board of Directors.

Section 2: The President shall preside over all meetings of the organization, the Board of Directors, and the Executive Committee and shall be ex-officio with vote, a member of all committees of the Board of Directors unless the President is incapacitated, and cannot serve. (See ARTICLE VII-OFFICERS-Section 4). If the President, being unable to serve as President, the Vice-President shall preside in the President’s capacity as stated in ARTICLE VII-OFFICERS-Section 4.

Section 3: The President and Treasurer shall make available to all members of the C.C.A.P.L. at the January meeting, starting in the year 2008, a comprehensive report of the programs, policies, possible change in bylaws, and a financial statement, including income, expenditures, assets, and liabilities, from the previous fiscal year. The President shall receive and report all correspondence. Copies of all files, records, and other documents shall be copied and passed onto the Secretary and both officers shall be responsible for their safekeeping.

Section 4: The Vice-President shall fulfill all functions as the President when the latter is incapacitated, is unavailable, or for any reason cannot serve.

Section 5: The Secretary shall take and preserve minutes of all meetings of the members of the C.C.A.P.L. organization and of the Board of Directors. The Secretary shall notify members and Directors of annual, regular, and special meetings by telephone, email, or postcard, and perform other duties assigned by the President and the Board of Directors. The Secretary shall cause the minutes of all meetings, including Board of Director meetings to be published in a legible form which shall be available upon request to all members, in a timely fashion. The Secretary shall receive and preserve copies of all correspondence, and shall have custody of all files, records, and other documents and be responsible for their safekeeping.

(a) The secretary, upon his/her end of term served, must release any and all secretarial records to the incoming secretary.

Section 6: The Treasurer shall receive and deposit in a bank designated and approved by the Board of Directors all monies and securities received through the mail, by hand, or in any other fashion designated to the C.C.A.P.L. The Treasurer shall disburse funds for reasonable reimbursement in accordance with a budget approved by the Board of Directors. The Treasurer will submit to the Board of Directors and to the members of the C.C.A.P.L. at the January meeting of the said organization, an annual report of all the income, expenditures, liabilities, an assets of said organization.

Officers serve at the pleasure of the Carroll County Animal Protection League or until their successors are duly elected. Said officers, if unwilling or unable to perform the duties of office as described, may be removed from office by a majority vote of the C.C.A.P.L. voting members present. A motion to vote to remove an officer for just cause can be made at any regular monthly meeting, upon the approval of the motion. The membership will be notified of the motion, by the secretary, and the votes will be cast at the following meeting by secret ballot. If an officer is removed, by vote of the members, of the pleasure to serve, his/her replacement will be replaced by special election at the aforementioned following meeting by the members present by secret ballot.

Section 1: Upon the winding up and dissolution of the organization after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section or to a state or local government, for a public purpose. Any assets not disposed of, shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court of Common Pleas shall determine which are organized and operated exclusively for such purposes. The Board of Directors of the organization may adopt a plan for the distribution of the assets of the organization in the event of its dissolution, but such plan shall not be inconsistent with the terms of this paragraph.

Section 1: All meetings of members and meetings of the Board of Directors, and any other meetings pertaining to the C.C.A.P.L., will be conducted pursuant to the Modern Edition of the ROBERT’S RULES OF ORDER.

Section 2: The calendar year of the Carroll County Animal Protection League shall commence January 1^st, of each year to December 31^st.

Section 3: Any volunteer helping with any fund-raising activities sponsored by the Carroll County Animal Protection League will be greatly appreciated. However, pursuant to ARTICLE IV - Section 2:,only paid members have voting privileges.

Section 1: Amendment at Annual Meeting: These bylaws may be proposed for amending by the members at the annual monthly meeting, provided the proposal to amend is submitted in writing to the Secretary twenty (20) days prior to the annual monthly meeting. Amendments may be considered for change by the majority of voting members present at the regular monthly meeting, as long as prior notice is given to the voting members when the proposed amendments will be presented at the previous meeting. Notice shall be given to members of full voting capacity, notifying said members of the annual meeting at least 20 days prior to the annual meeting if bylaw changes are to be proposed.

Section 2: Amendment at Regular or stated special meetings: No bylaw shall be amended until the proposed amendment be:

(b) Or be approved by a majority of the Board of Directors

(d) Or laid over until next stated meeting, when if approved by the majority of members present and voting, it shall be adopted; provided, however, that any proposition may be acted upon immediately if no more than twenty-five (25) members object.

Eileen Rohrer, President: (signed on original)

Amy Bentley, Secretary: (signed on original)