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Southern Shi Tzu Rescue, Inc
Bylaws
Article I – name
The name of this corporation is Southern Shih Tzu Rescue, Inc, hereinafter referred to as SSTR
Article II – Purposes
Section 1. The purpose of SSTR shall be the prevention of cruelty to animals.
Section 2. In furtherance of this purposes tod this purposed, but not limitation thereof, SSTR shall:
a. Provide humane care for dogs that have been abused, neglected, abandoned, or otherwise
made homeless and seek place these dogs into humane and permanent homes;
b. Promote humane treatment of animals
c. Participate in activities and programs to further public awareness of the plight of homeless
animals,
d. Promote responsible, humane pet ownership through the support and promotion of
sterilization programs, tagging and microchip programs, obedience training, pet health and
nutrition and any other programs that promote long and healthy lives for domestic pets;
e. Promote public awareness of the contributions of domestic animals to the welfare of their
human companions through support of or participation in pet therapy programs, service dog
programs and programs which seek to identify possible child abuse where animal cruelty is
observed.
Article III – Membership
As of the incorporation date of February 9th, 2005 SSTR does not provide any membership status for
persons wishing to affiliate with the organization.
Article IV – Meetings
Section 1. Annual
The annual meeting of the Board of Directors of SSTR (the board) shall be held at a time and place
designated by the board for installation of officers and directors, for receiving the annual reports and the
transaction of other business. The Executive Director shall give notice of such meeting to all Board
members no later than 2 weeks prior to the meeting.
Section 2. Special
Special meetings of SSTR may be called by the Executive Director of the Board of directors and help at such
time and place as the Executive Director shall designate. Notice of any special meeting made to each Board
Member shall include a statement of time and place and information as to the subject or subjects to be
covered.
Section 3. Quorum
A majority of the entire Board shall constitute a quorum. IN the event that a majority is not represented in
person at a duly called meeting, a quorum may be achieved by telecommunication with absent members.
Article V – Officers, Directors and their Election
Section 1. Officers and Directors
The officers of SSTR shall be an Executive Director, Treasurer and Secretary.
The board of Directors shall consist of not less than three (3) and nor more than eight (8) appointed directors
plus the officers of SSTR
Section 2. Appointment of Officers and Directors
The officers and directors shall be appointed as follows:
a. The initial directors of SSTR shall be set forth in the Articles of Incorporation
b. Directors shall be appointed annually by a majority of the previous year’s Board.
c. The Board may appoint additional members at any time to increase their numbers up to the
maximum stated in Section 1 (above)
d. All officers shall be appointed annually by the Board.
e. Officers and directors shall take office at the annual meeting of SSTR at which their election is
announced.
f. A single person may hold multiple offices at the discretion of the Board.
Section 3. Resignation and Vacancies
Any officer or director may resign at any time by giving a written notice to the Executive Director. Such
resignation shall take effect at the time specified therein, or in no time is specified, at the time of
acceptance thereof as determined by the Executive Director. To the extent permitted by law, any director
my be removed for cause by at least a two thirds written vote of all directors at any regular or special
meeting.
The Board will appoint new members immediately shall vacancies arise which lower their numbers below
the minimum set forth in Section 1 (above)
Section 4. Compensation
Officers and directors shall serve without pay and shall not receive any other compensation for their
service buy may be reimbursed for expenses incurred in the performance of their duties.
Article VI – Powers and Duties of Officers and Directors
Section 1. Board of Directors
The Board of Directors shall have supervision, control and direction of the affairs of SSTR, shall determine
its policies or changes therein within the limits of the bylaws, and shall have discretion in the disbursement
of its funds. It may adopt such rules and regulations for the conduct of its business as necessary, and may,
in the execution of the powers granted, appoint such agents as it may consider necessary.
In the exercise of its powers and the making of decisions, the Board of Directors shall follow the rule of
majority and is not bound to achieve consensus by or among its members.
Section 2. Executive Director
The Executive Director shall be the chief executive officer of SSTR and shall president all meetings of the
board. The Executive Director shall see that all orders and resolutions of the Board of Directors are carried
into effect. The Executive Director, at the time of the annual meeting, shall submit a report to the Board
summarizing the activities and accomplishments of SSTR for the proceeding year. The Executive Director
may assign responsibilities not specifically prescribed by these bylaws or the Board of Directors to any
officer, agent, or employee affiliated with SSTR. The Executive Director is the staff head of SSTR with
responsibility for the management of administrative affairs. She/he shall employ and may terminate the
employment of a professional and administrative staff necessary to carry on the work of SSTR. The
Executive Director shall manage and direct all function of SSTR and perform such other duties as may be
specified by the Board of Directors.
Section 3. Treasurer
The Treasurer shall keep an account of all monies received and disbursed for the use of SSTR. With the
approval of the Board, the Treasurer shall designate which officers and directors may make disbursements.
The Treasurer shall report a statement of all transactions and financial status of the organization according
to any schedule deemed appropriate and in such detail as the Executive Director or Board of Directors may
direct. The Treasurer shall be responsible for the preparation of all forms and schedules required by
section 501(c) (3) of the Internal Revenue Service Code or the corresponding section of any future tax code.
Section 4. Secretary
The Secretary shall be charged with the duty of keeping or causing to be kept the votes and proceedings of
the Board of Directors, and to attest documents. The Secretary shall perform such additional duties as the
Executive Director may designate.
Section 5. Conflicts of Interest
No member of the Board of Directors may vote upon any matter in which the Director, a family member of
the Director, or business partner has a direct financial interest. The interested Director shall not be present
in the meeting of the Board of Directors when a vote is taken on any matter in which the interested director
has a direct financial interest. However, the absence of the interested Director during such vote shall not be
counted to cause a loss of quorum.
SSTR may enter into a business relationship with a member of the Board of if the Board first finds that
a. such a business relationship is prudent,
b. is in the best interest of SSTR and
c. that the same service or product provides by the interested director is not available at a lower
cost to SSTR from another party.
A business relationship with a director includes any business relationship with a member of the family of the
director and in any business in which the directory has a financial interest or is an employee.
Article VIII – Amendments
These bylaws may be amended repealed or altered in whole or in part by a majority vote of the Directors at
any duly organized meeting of SSTR, provided that a copy of any amendment shall be provided to each
Board member in sufficient time as to allow through consideration of the proposed changes. The
amendment is approved by a majority vote of the Board.
Article IX – Dissolution and Distribution of Assets
Section 1. Dissolution
SSTR may be dissolved at any annual or special meeting, notice of which contains a proposal for such
dissolution, by vote of two-thirds of the Board.
Section 2. Distribution of Assets
On dissolution of SSTR, any assets remaining shall be distributed according to the Article VII of the Articles
of Incorporation.
Bylaws
Article I – name
The name of this corporation is Southern Shih Tzu Rescue, Inc, hereinafter referred to as SSTR
Article II – Purposes
Section 1. The purpose of SSTR shall be the prevention of cruelty to animals.
Section 2. In furtherance of this purposes tod this purposed, but not limitation thereof, SSTR shall:
a. Provide humane care for dogs that have been abused, neglected, abandoned, or otherwise
made homeless and seek place these dogs into humane and permanent homes;
b. Promote humane treatment of animals
c. Participate in activities and programs to further public awareness of the plight of homeless
animals,
d. Promote responsible, humane pet ownership through the support and promotion of
sterilization programs, tagging and microchip programs, obedience training, pet health and
nutrition and any other programs that promote long and healthy lives for domestic pets;
e. Promote public awareness of the contributions of domestic animals to the welfare of their
human companions through support of or participation in pet therapy programs, service dog
programs and programs which seek to identify possible child abuse where animal cruelty is
observed.
Article III – Membership
As of the incorporation date of February 9th, 2005 SSTR does not provide any membership status for
persons wishing to affiliate with the organization.
Article IV – Meetings
Section 1. Annual
The annual meeting of the Board of Directors of SSTR (the board) shall be held at a time and place
designated by the board for installation of officers and directors, for receiving the annual reports and the
transaction of other business. The Executive Director shall give notice of such meeting to all Board
members no later than 2 weeks prior to the meeting.
Section 2. Special
Special meetings of SSTR may be called by the Executive Director of the Board of directors and help at such
time and place as the Executive Director shall designate. Notice of any special meeting made to each Board
Member shall include a statement of time and place and information as to the subject or subjects to be
covered.
Section 3. Quorum
A majority of the entire Board shall constitute a quorum. IN the event that a majority is not represented in
person at a duly called meeting, a quorum may be achieved by telecommunication with absent members.
Article V – Officers, Directors and their Election
Section 1. Officers and Directors
The officers of SSTR shall be an Executive Director, Treasurer and Secretary.
The board of Directors shall consist of not less than three (3) and nor more than eight (8) appointed directors
plus the officers of SSTR
Section 2. Appointment of Officers and Directors
The officers and directors shall be appointed as follows:
a. The initial directors of SSTR shall be set forth in the Articles of Incorporation
b. Directors shall be appointed annually by a majority of the previous year’s Board.
c. The Board may appoint additional members at any time to increase their numbers up to the
maximum stated in Section 1 (above)
d. All officers shall be appointed annually by the Board.
e. Officers and directors shall take office at the annual meeting of SSTR at which their election is
announced.
f. A single person may hold multiple offices at the discretion of the Board.
Section 3. Resignation and Vacancies
Any officer or director may resign at any time by giving a written notice to the Executive Director. Such
resignation shall take effect at the time specified therein, or in no time is specified, at the time of
acceptance thereof as determined by the Executive Director. To the extent permitted by law, any director
my be removed for cause by at least a two thirds written vote of all directors at any regular or special
meeting.
The Board will appoint new members immediately shall vacancies arise which lower their numbers below
the minimum set forth in Section 1 (above)
Section 4. Compensation
Officers and directors shall serve without pay and shall not receive any other compensation for their
service buy may be reimbursed for expenses incurred in the performance of their duties.
Article VI – Powers and Duties of Officers and Directors
Section 1. Board of Directors
The Board of Directors shall have supervision, control and direction of the affairs of SSTR, shall determine
its policies or changes therein within the limits of the bylaws, and shall have discretion in the disbursement
of its funds. It may adopt such rules and regulations for the conduct of its business as necessary, and may,
in the execution of the powers granted, appoint such agents as it may consider necessary.
In the exercise of its powers and the making of decisions, the Board of Directors shall follow the rule of
majority and is not bound to achieve consensus by or among its members.
Section 2. Executive Director
The Executive Director shall be the chief executive officer of SSTR and shall president all meetings of the
board. The Executive Director shall see that all orders and resolutions of the Board of Directors are carried
into effect. The Executive Director, at the time of the annual meeting, shall submit a report to the Board
summarizing the activities and accomplishments of SSTR for the proceeding year. The Executive Director
may assign responsibilities not specifically prescribed by these bylaws or the Board of Directors to any
officer, agent, or employee affiliated with SSTR. The Executive Director is the staff head of SSTR with
responsibility for the management of administrative affairs. She/he shall employ and may terminate the
employment of a professional and administrative staff necessary to carry on the work of SSTR. The
Executive Director shall manage and direct all function of SSTR and perform such other duties as may be
specified by the Board of Directors.
Section 3. Treasurer
The Treasurer shall keep an account of all monies received and disbursed for the use of SSTR. With the
approval of the Board, the Treasurer shall designate which officers and directors may make disbursements.
The Treasurer shall report a statement of all transactions and financial status of the organization according
to any schedule deemed appropriate and in such detail as the Executive Director or Board of Directors may
direct. The Treasurer shall be responsible for the preparation of all forms and schedules required by
section 501(c) (3) of the Internal Revenue Service Code or the corresponding section of any future tax code.
Section 4. Secretary
The Secretary shall be charged with the duty of keeping or causing to be kept the votes and proceedings of
the Board of Directors, and to attest documents. The Secretary shall perform such additional duties as the
Executive Director may designate.
Section 5. Conflicts of Interest
No member of the Board of Directors may vote upon any matter in which the Director, a family member of
the Director, or business partner has a direct financial interest. The interested Director shall not be present
in the meeting of the Board of Directors when a vote is taken on any matter in which the interested director
has a direct financial interest. However, the absence of the interested Director during such vote shall not be
counted to cause a loss of quorum.
SSTR may enter into a business relationship with a member of the Board of if the Board first finds that
a. such a business relationship is prudent,
b. is in the best interest of SSTR and
c. that the same service or product provides by the interested director is not available at a lower
cost to SSTR from another party.
A business relationship with a director includes any business relationship with a member of the family of the
director and in any business in which the directory has a financial interest or is an employee.
Article VIII – Amendments
These bylaws may be amended repealed or altered in whole or in part by a majority vote of the Directors at
any duly organized meeting of SSTR, provided that a copy of any amendment shall be provided to each
Board member in sufficient time as to allow through consideration of the proposed changes. The
amendment is approved by a majority vote of the Board.
Article IX – Dissolution and Distribution of Assets
Section 1. Dissolution
SSTR may be dissolved at any annual or special meeting, notice of which contains a proposal for such
dissolution, by vote of two-thirds of the Board.
Section 2. Distribution of Assets
On dissolution of SSTR, any assets remaining shall be distributed according to the Article VII of the Articles
of Incorporation.
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Shih Tzu & Toy Breed Rescue and Adoption SSTR is a 501(c)3 Non-Profit, ALL volunteer charity organization saving lives in Alabama and surrounding states. SSTR is dedicated to rescuing and rehoming of shih tuz and other toy breeds. |
