Our Bylaws

Bylaws 

Of

Riverview Animal Protective League

Article I.  Name and Purpose

Section 1: Name: The name of the organization shall be Riverview Animal Protective League. Also known as Riverviewapl.

Section 2: Mission

(a) To operate as a county humane society serving Columbiana County, Ohio pursuant to ORC 1717.05. The corporation will consist of an association of not less than seven persons. The society may make rules, regulations, and bylaws, as are deemed expedient by its members for its own government and the proper management of its affairs;

(b) The inculcation of humane principles, the extension of humane education and the enforcement of laws for the prevention of cruelty, especially to children and animals, and to further promote animal welfare;

(c) To promote the purposes of the corporation to the general public through education and other means;

(d) To acquire, by gift or otherwise, real and personal property, both tangible and intangible, of every sort and description, and interests in such real and personal property, and to hold, dispose and otherwise act with respect to such property and the net earnings thereof in accordance with the corporation’s charitable purposes;

(e) To do whatever is deemed necessary, useful or advisable, directly or indirectly, to carry out any of the purposes set forth herein, including the exercise of all other authority enjoyed by corporations generally by virtue of the provisions of the Ohio Non-profit Corporation Law.

Section 3: Location: The registered office of the corporation shall initially be situated in Leetonia, Ohio and may, at a later date, be moved to another location as the board of directors may from time to time designate.

Article II.  Membership.

Section 1: Membership. There shall be no members of the Society. The Board of Directors of the Society (“Board”) shall, for purposes of any statute or rule of law relating to Ohio nonprofit corporations, act as the members of the Society.

Article III.  Governing Structure

Section 1: Structure. The board shall consist of three (3) to nine (9) members. The Board is responsible for the overall policy and direction of the Society, and will delegate responsibility for the day-to-day operations of the management, staff and committees. The Board shall receive no compensation other than for reasonable expenses. The Board will be comprised of an Executive Committee (made up of President, Vice President, and Treasurer), Secretary and Officers. The Board may appoint committees and/or agents to act on its behalf, and may prescribe their functions and duties. The Board is fiscally responsible to oversee all funds and functions, and can change policy and authorize the expenditure of funds. The Board will oversee all aspects of the search, hiring, and work of the Humane Agent. 

Section 2: Officers’ titles and main duties are as follows:

1. President: The president shall be the chief executive officer and shall preside over all meetings of the Board and the Executive Committee. The President shall be responsible for the establishment of other staffs and positions as deemed necessary for the implementation mandate. The President may sign, with the Secretary or any other officer, contracts or other instruments which the Board has authority to execute.

2. Vice President: In the absence of the President, the Vice President shall perform the duties of the President, and shall perform other duties as may be required by the Board.

3. Secretary: The Secretary shall take and record minutes of all meetings of the Board and shall notify Board of all meetings (annual, regular, and special). The Secretary shall receive and report all correspondence to the Board and be responsible for their safekeeping.

4. Treasurer: The Treasurer shall act as fiscal officer of the Society and shall have oversight of the cash, securities, and other assets of the Society. The Treasurer shall receive contributions, bequests, revenues, and other assets to which the Society entitles and disburse funds as directed by the Board, maintaining records and reporting all receipts and disbursements to the Board. The Treasurer shall maintain books and records and shall prepare and file all returns and reports required by federal, state statutes and regulations by the Board. The Treasurer may appoint an assistant, subject to the Board’s approval.

Section 3: Committees: The Board, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. There shall be two (2) standing committees: Executive Committee and Finance Committee. The Executive Committee shall consist of the president, the Vice President, and the Treasurer. This committee possess the power to conduct routine business of the Board in the interim of the Board meetings and to act as a steering committee to assign responsibilities to the appropriate committee. The Executive Committee possesses all the power of the Board to conduct routine business of the corporation and are subject to confirmation of the full board of directors. The Finance Committee shall consist of the President, the Treasurer, and one other director for the purpose of analyzing the financial situation of the corporation and advising the board of directors regarding fiscal policy and related matters.

Article IV.  Board of Directors

Section 1: Terms of Directors: All officers shall serve a five (5) year term. All general board members will serve a three (3) year term. Directors will be elected at the end of each respective term at the annual meeting by a majority vote of the board members. However, unless they formally resign or are removed from office, directors will remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a director may serve.

Section 2: Qualifications of Directors: Nominees for positions of the board of Directors must have exhibited an interest in and commitment to the purpose of the Society, and must have expertise in the areas relevant to the needs of the organization.

Section 3: Selection of Directors.

1. Directors will be elected by the Board at an annual meeting held for that purpose. Nominations for new Board members may be made by Board members, or by a Nominating Committee.

2. The Board may prepare and adopt by resolution, a formal written policy regarding the details of the Board election process, including requirements for the announcement of elections and the solicitations of nominations, the role of the Nominating Committee, and the schedule and procedures that must be used to hold elections.

3. The annual election meeting for the election of directors will take place during the 1st quarter of the calendar year, unless the meeting is set for a different period of the year by resolution of the Board. The exact time and location of the election meeting will be set by resolution of the Board.

Section 4: Quorum. At all meetings of the Board, the presence or participation of a quorum, which is at least one-half of the Directors in office immediately before the meeting begins, is necessary to allow the transaction of business or the making of decisions.

Section 5: Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interest of the corporation.

Section 6: Resignation and Filling Of Vacancies. A Director may resign at any time. The resignation of a Director must be in writing and be delivered to the Board, the President, or the Secretary. Once delivered, a notice of resignation is irrevocable. Any Director who has resigned is ineligible for re-election to the Board for a period of five (5) years. 

The Board, by a majority vote of all of the Directors in office, may elect new directors to fill any vacancies on the Board, including vacancies created by the passage of a resolution increasing the total number of Board member positions. A director elected to fill a vacancy will serve the remainder of the term normally associated with that position.

If the Directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of the majority of all the directors remaining in office. Any Director elected to fill a vacancy or a newly created directorship shall serve until the next election of directors by the shareholder of the corporation. The death of any director shall be treated as a voluntary resignation by the corporation. 

Section 7: Removal of Directors. A Director may be removed for the causes stated in these bylaws by a majority of the directors in office not counting the director to be removed. A Director may be removed without cause by a two-thirds vote of the directors in office, excluding the Director to be removed. The person being considered for removal has no vote in the process of removal. Notice of the meeting must be given that states that the removal of a Director is to be considered at that meeting. A Director may be removed for the following causes: repeated failures to attend Board meetings, failing to fulfill the duties required of directors, or intentional acts or omissions that a prudent person could reasonably have foreseen would seriously damage the reputation or interests of the corporation. 

Article V.  General, special, and annual meetings

Section 1: Regular meetings. The Board shall meet monthly, at an agreed upon date, time, and location. If deemed necessary then more meetings can be held during the month. The notice must be given not less than 2 days in advance of the meeting if delivered by telephone conversation or in person, and not less than 7 days in advance if delivered by first class mail, email, or fax.

Section 2: Executive Session Meetings. The President or the board by a majority vote of the Directors present may at any time decide to go into Executive Session meeting. Executive Session shall be used when the Board deems it necessary to protect the confidentiality of the matters that will be considered there. Executive Session meetings may be attended only by members of the Board and any guests the Board invites to join the meeting. A Director may also be excluded from any portion of Executive Session meetings in which matters will be considered that present a conflict of interest of that Director. Minutes shall be properly recorded, but shall only be read or approved at a subsequent Executive Session if there is a need to continue to insure the confidentiality of the matters contained in the minutes. The Secretary shall take care to record in the minutes only the motions passed and information essential to comply with the law, in order to protect the confidential nature of Executive Sessions.

Section 3: Telephone Meetings. Meetings may be held by telephone, video conferencing, internet based communication or other method, as long as all participating Directors may simultaneously hear and speak with each other. A Director participating in such a meeting is deemed present for purposes of a quorum.

Article VI.  Records

The books and records of the Society shall be maintained. Every Director of the Society has the right to examine, in person, or by his or her attorney, for any purpose and at such place as the records are kept, the records of the Society, by contacting the Board or secretary for an appointment. Any request to copy such materials must be made, in writing, to the Secretary, specifically stating the records be copied, and including a requested nominal fee per page.

Article VII.  Amendments to the By-Laws

These bylaws shall be reviewed at least each 1st quarter annually and may be amended when necessary by two-thirds majority vote by the Board. Proposed amendments and changes must be submitted in writing, to the Board, no less than 30 days prior to the next meeting. Following a majority vote, any changes will be recorded and filed by the Secretary, and incorporated into the bylaws at the principal office.

Article VIII.  Dissolution.

The Society may be dissolved at any time, with a three-quarter majority vote of the Board; barring written objections from at least two-thirds of the members, and with at least sixty (60) days advance notice, the Society will be dissolved at the next regular or annual meeting after such notice or when such dissolution is permitted by law or court order as may be applicable.

Article IX.  Investments

The Corporation shall have the right to retain all or any securities acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board, provided, however, that no action shall be taken on behalf of the Society if such action is a prohibited transaction or would result in the denial of any tax exemption under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

Article X.  Indemnification of Directors, Officers, and Agents

Section 1. Indemnification of Directors, Officers, and Agents. To the fullest extent permitted by the laws of the State of Ohio, including future amendments of those always, the corporation shall indemnify and hold harmless each director and officer of the corporation against any and all claims, liabilities, and expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to:

1. Any breach of such person’s duty of loyalty to the Society or its members;

2. Any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his/her conduct was unlawful; or

3. Any transaction from which such person derived any improper personal benefit.

Section 2. Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a Director seeking indemnification has satisfied the provisions of “Indemnification of Directors” shall be made by (i) the Board by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity (“Disinterested Directors”), whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors, or if the Disinterested Directors do direct, by independent legal counsel in a written opinion; or (iii) a vote of the members.

Article XI.  Miscellaneous

Section 1. Fiscal year of the corporation. Unless the Board of Directors shall elect another date through a duly adopted resolution, the fiscal year of the corporation shall begin on the first day of January of each year and end on the 31st day of December.