SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of business is located in Massachusetts. The corporation may also have offices at such other places, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
ARTICLE 2. PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be to assist abandoned domestic rabbits and provide education to the public on rabbit care. The corporation activities shall include, but not be limited to:
(a) providing foster care for discarded domestic rabbits and arranging for adoption to permanent indoor homes;
(b) assisting humane societies and shelters with rabbits;
(c) providing spay/neuter surgery and veterinary care through arrangements with area practitioners;
(d) rehabilitating and socializing mistreated or neglected animals;
(e) permanently caring for animals who cannot be placed in adoptive homes due to serious health or behavioral problems; and
(f) educating the public on responsible pet ownership and humane practices.
The primary focus on rabbits shall not preclude this corporation from rescuing and fostering similar small animals such as guinea pigs as the need arises.
ARTICLE 3. MEMBERS
The corporation may have members as determined by resolution of the Board of Directors which may include anyone who contributes financially to the corporation or anyone who volunteers on behalf of the corporation. Members shall have no rights regarding voting, the election of directors and carrying on the business of the corporation except those specified in the Articles of Incorporation, these Bylaws, or as required by Chapter 180 of the General Laws of the Commonwealth of Massachusetts. The Board of Directors may terminate any person or entities status as a member at any time, with or without cause.
ARTICLE 4. DIRECTORS
SECTION 1. NUMBER
The corporation shall have between three and nine Directors and collectively they shall be known as the Board of Directors. The exact number for the year will be determined by the Board of Directors during the annual elections set forth in section 8 below. The range may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw.
SECTION 2. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and Bylaws relating to the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Officers, Agents and Employees of the corporation;
(c) Supervise all Officers, Agents and Employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation.
SECTION 4. TERMS OF OFFICE
Each Director shall hold office until the election of Directors at the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation. They shall be allowed reasonable reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity unless such compensation is reasonable and is allowable under the provisions of Article 5, Section 10.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than zero percent (0%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full-time or part-time Officer or other Employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a Director as Director, or
(b) any brother, sister, ancestor, descendant, spouse, partner-in-life, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETINGS
Times and places of meetings shall be designated by the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held semi annually. Additional meetings may be held as needed. Business may be discussed and decided upon in between meetings by concensus of the Board.
The Board of Directors shall hold an annual meeting in April or May where Directors shall be elected by the Board of Directors. Applications for membership on the board will be accepted by the Board of Directors up until two weeks before the annual meeting and made available to all current Directors ten days before the annual meeting. Prior to the vote set forth in the following sentence, the Board of Directors shall determine the number of Directors that will constitute the full Board of Directors, subject to Section 1 above, for the upcoming term. The candidates receiving the highest number of votes up to the number of Directors shall be elected as Directors and their term of office shall commence as of the determination of such vote (and the term of any outgoing Director shall cease under Section 4 above).
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the the President, the Vice-President, the Treasurer, the Secretary, or by any two Directors. Such meetings shall be held at the place designated by the person calling the meeting, and agreed upon by a majority of the Directors.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the Board will be announced to Members, if any, via email, surface mail, phone, or posted on the web site with at least one (1) weeks notice. Special meetings of the Board shall be held upon four (4) days notice to the Directors by first class mail, or forty-eight (48) hours notice delivered personally, by telephone or email. If sent by surface mail, the notices shall be addressed to each Director at his or her address as shown on the books of the corporation and shall be deemed to be delivered upon deposit in the mail.
The board of directors may meet in closed session if it has sensitive matters to discuss. These meetings do not need to be publicized.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in advance.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of half the Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present and the only motion which the President shall entertain at such meeting is a motion to adjourn.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws, or provisions of law, require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President. If no such person has been so designated or, in his or her absence, the Vice President of the corporation or, in the absence of each of these persons, by a Chairman chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings held by the Board. In his or her absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.
SECTION 16. ACTION BY MAJORITY CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if a majority of the Directors of the Board shall individually or collectively consent in writing, email, or via phone to such action. Such consent shall be filed with the minutes of the proceedings of the Board.
SECTION 17. NON-LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
Every Director, Officer, Employee, or Agent of the corporation shall be indemnified by the corporation against all expenses and liabilities including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made party, or in which he/she may become involved by reason of his/her having been a Director, Officer, Employee or Agent at the time such expenses are incurred except in cases wherein the Director, Officer, Employee or Agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement of the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the corporation. The forgoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer, Employee, or Agent may be entitled.
SECTION 19. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the corporation (including a Director, Officer, Employee or other Agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions or law.
SECTION 20. RESIGNATION AND REMOVAL
Any Director may resign at any time upon written notice to the corporation at its principal place of business or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Director may be removed, with or without cause, by an affirmative vote of at least two thirds of the Board of Directors. Any vacancies caused by the resignation or removal of a Director may be filled by a majority of the vote of the Board of Directors.
ARTICLE 5. OFFICERS
SECTION 1. NUMBER OF OFFICERS
The Officers of the corporation shall be a President, a Secretary and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, or other Officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as President.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as an Officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3. REMOVAL AND RESIGNATION
Any Officer may be removed, with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the corporation.
SECTION 4. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
SECTION 5. DUTIES OF PRESIDENT
The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, and by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Members, if any. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she may, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 6. DUTIES OF VICE-PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President 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 on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as prescribed by the Board of Directors.
SECTION 7. DUTIES OF THE SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation, at or his or her residence, or at such other place as the Board may determine, the original, or a copy, of these Bylaws as amended or otherwise altered to date.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
Be custodian of the records of this corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 8. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds", the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and if necessary give receipt for, monies due and payable to the corporation from any source whatsoever. While the Treasurer is primarily responsible for giving receipts, the Board may allow other volunteers to give receipts in certain circumstances.
Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request thereof.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. OTHER DUTIES
While the Board is responsible for the overall organization, they may designate certain responsibilities to Officers or Members, if any, of the House Rabbit Network.
SECTION 10. COMPENSATION
The Directors and Officers shall not receive salaries in compensation for their activities on behalf of this corporation unless this Section is repealed and replaced by a majority of the Board of Directors, with the exception, as provided elsewhere in these Bylaws, for reimbursement for their reasonable expenses incurred in furtherance of their official duties. This Section shall not preclude the corporation from providing reasonable compensation for professional services under arrangements with veterinary practitioners, attorneys, accountants, fundraising consultants, or other qualified professionals which the Board deems necessary and appropriate for carrying out the business of the corporation in accordance with these Bylaws. In all cases, such compensation shall be reasonable and given in return for services actually rendered to the corporation which relate to the performance of the charitable or public purposes of this corporation.
ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or Agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, Agent, or Employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or authorized finance committee member. All debts over $1000, except for veterinary/medical bills, must be approved by the board of directors.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 7. CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office and/or the residence of the Secretary, if different, and/or the residence of the Treasurer, if different, a location designated by the board or in electronic and accessible formats such as a database or website, as appropriate:
(a) Minutes of all meetings of Directors and/or Members, if any, indicating the time and place of holding, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
(b) Adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(c) A record of its Members, if any, indicating their names and addresses.
(d) A copy of the corporation Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members of the corporation by request.
SECTION 2. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of any kind of the corporation upon five (5) business days prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
SECTION 3. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(b) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(c) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
ARTICLE 8. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE 9. AMENDMENT OF ARTICLES
These Bylaws may be revised or amended at any meeting of the Board of Directors by a two thirds vote of Board. Requests to change these Bylaws must be submitted in writing to the President at least fourteen (14) days before the meeting.
ARTICLE 10. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No Member, if any, Director, Officer, Employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the funds from the operations of this corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors, and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All Members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, that remain in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation and in accordance with Massachusetts State Law.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
Pursuant to authority granted under Article 9 of the Bylaws of this corporation, we the undersigned Board of Directors, take action to amend the Bylaws as herein written, by a two thirds vote of the Board at a meeting, and hereby adopt the foregoing Bylaws.
Signature Printed Name
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Dated: ________________________________________
Version 5