Article 1: NAME
The legal name of the organization is Pet Friends of Duplin County, Inc., doing business as: Pet Friends of Duplin County (PFDC).  The PFDC operates in Duplin County, North Carolina, and is a non-profit organization operating as a 501(c) (3) corporation.
 
Article 2:  MISSION
The Mission of PFDC is to promote and support quality health, safety and welfare of domestic companion animals in Duplin County.
 
Article 3:  MEMBERSHIP
Any individual, organization or agency interested in the mission of the PFDC may be a member by paying annual dues.  

Section 1 – Classes of Membership:  There are two classes of membership:

• Individual/Family:  Any person, or family if so designated on the application, can be a member of the PFDC by paying the basic individual member dues.

• Business Member:  Any organization, agency, business or club can be a Business Member by paying dues at one of the established Business member rates.

Both Individual and Business members have all of the rights of membership as described below.

Section 2 – Payment of Dues:  Annual dues cover the calendar year of January 1 through December 31.  Dues paid on or after October 1st of any calendar year convey membership for the balance of that year and the following calendar year.  Dues paid from January 1st through September 30th convey membership for that calendar year only.

Section 3 – Privileges of Membership:  Any individual member in good standing is entitled to attend any general or regularly-scheduled meeting of the membership of the PFDC and to vote on any business that may come before the meeting at that time.  The privilege of the floor is also extended to any member attending a regular meeting of the PFDC and so requesting.  Member dues must be current to be eligible to vote in PFDC annual elections.  

Section 4 – Benefits and Limitations of Membership:  As deemed necessary, the Board may specify benefits other than the privileges described herein associated with dues payments at specified levels. Any individual or organization applying for membership may be turned down at the sole discretion of the Board of Directors (the Board).  Any active member may be terminated at the sole discretion of the Board.

Article 4:  BOARD OF DIRECTORS

Section 1 – Responsibilities: The Board of Directors:

A. has control of, and is responsible for, the management of the fiscal and operational affairs and property of the organization;
B. is responsible for development and maintenance of the organization’s long range plan, vision and mission statement;
C. has the power to fill vacancies of elected Officers of the organization for the unexpired portion of their terms;
D. has sole discretion in the acceptance of applications for membership and for the termination of members;
E. carries out responsibilities for organizational elections as described in Article 7 below.
F. may amend these by-laws at any regularly-scheduled meeting of the Board by a unanimous vote.

Section 2 – Membership:  The Board of Directors is composed of a minimum of five individuals elected by the members. Board members need not be members of the PFDC and may or may not be Officers of the organization.  Board members serve for a period of three years and may be reelected.  Terms of the Board members shall be staggered to provide continuity and fidelity to the vision and mission of PFDC.  When the PFDC President is not an elected Board member, the President will be invited to Board meetings as an ex officio member. (As an ex officio member, the President may submit items for the Board agenda and participate in open Board discussion, but will not participate in closed Board discussions or voting.)

Section 3 – Meetings of the Board of Directors:  

• Organization Meeting:  A meeting of the Board of Directors shall be held within one week following their election for the purpose of Board organization, review and resolution of open items, annual planning and other business as appropriate.

• Other Meetings:  In addition to the organizational meeting of the Board of Directors, additional Board meetings may be held at such times as deemed necessary. Any Board member may request a meeting by notifying the Board Chair who is then responsible for scheduling, announcing and notifying all Board members of the meeting.  Routine matters may be considered by electronic communication among all Board members.

• Records: Minutes of all Board meetings and records of all electronic communications will be maintained.    

• Quorum:  The presence of three Board members at any regularly scheduled meeting of the Board shall constitute a quorum for the transaction of Board business.

Section 4 – Annual Financial Review:  The Board is responsible for arranging an annual financial review of the books and accounts of the organization at least once a year by a qualified independent individual or committee designated by the Board of Directors.  The results of the review will be reported to the Board and the report, as well as a record of any action taken as a result of report findings, will be made a part of PFDC organization records. For purposes of Section 4, (i) The term "financial review" shall include a reading of the financial statements, analytical procedures, and inquiries of officers and board members, as well as supplementary agreed upon procedures directed by the Board, and (ii) "independent" shall mean anyone (PFDC member or non member) who was not a PFDC officer or board member (including relatives) during the period covered by the financial review.

Article 5: OFFICERS
Section 1 – Number, Titles and General Provisions :  The Officers of PFDC shall be President; Vice President, Membership; Vice President, Fundraising; Secretary; and, Treasurer.

1. PFDC membership is a prerequisite for election as an Officer of the organization.   

2. Officers shall be elected by the members annually to serve for a one (1) year term, as described in Article 7 below. 

3. Officers may be reelected but shall serve no more than three consecutive terms.

4. Should an Officer vacate their office, the Board shall have the power to fill vacancies for any portion of that Officer’s term that has not expired.  Any Officer or Board member can nominate an individual to fill such a vacancy, and the Board must approve a nominated candidate by a two-thirds majority vote.

5. Officers serve without compensation.  Any reimbursement to Officers will be strictly in accordance with reimbursement policy applied to all other members.  

Section 2 – President:  The President is the Chief Executive Officer of the organization; presides at all meetings of the members; has general and active supervision of the overall business of the organization; and sees that all orders and resolutions of the Board are executed.  The President has the general powers and duties of supervision and management usually vested in the President of a corporation.  The President supervises PFDC pet care programs. 

The President makes quarterly reports to the PFDC Board on progress to accomplish Board direction (budget guidance, PFDC goals and any specific tasks.) The President, or anyone specifically directed by the President, shall act as the official spokesperson of the organization.   

Section 3–   Vice President, Membership:  The Vice President, Membership is responsible for building and maintaining the membership of the organization.  The VP, Membership initiates and leads campaigns designed to identify and recruit desirable additional individuals and corporations to the organization.  The VP, Membership leads the annual renewal of membership campaign and advises the Board on the advisability of granting membership to applicants.  The VP, Membership is responsible for maintaining membership records, guarding their privacy, and providing reports to the Officers, Board and meetings of the members on status and progress in meeting membership goals. 

Working with the Secretary, the Treasurer, other Officers and Committee Chairs and Initiative Managers, the VP, Membership provides requested records of members and contact information as appropriate.  The VP, Membership is responsible for PFDC membership communication.  The VP, Membership shall, in the absence or disability of the President, perform the duties of the President and act in his or her stead.  

Section 4 –   Vice President, Fundraising:  The Vice President, Fundraising is responsible for fundraising efforts of the organization.  The VP, Fundraising and Contributions encourages, conceives, coordinates and seeks opportunities for raising funds to support the mission and initiatives of the organization.  It is expected that many of the fundraising initiatives will be accomplished by the VP, Fundraising and Contributions through the creation, coordination and support of committees and by individuals designated to manage specific initiatives.

Section 5 – Secretary:  The Secretary is responsible for taking and keeping the minutes of all proceedings and a record of all votes, and for distributing those minutes and records as appropriate.  The Secretary also:

1. Provides notice of all meetings to the membership except members who opt out of such notices.  

2. Prepares general correspondence such as thank you notes and acknowledgements and maintains correspondence files.     

3. Keeps the records of the organization in safe custody.  

4. Conducts organization elections in accordance with Article 7 below.  

Section 6 – Treasurer:  The Treasurer:

1. Records all monies received and paid out.

2. Receives and settles all requests for payment made against the funds of the organization.  Established expenditure limits are:

   1. At the Treasurer’s or President’s discretion for amounts up to $250.

   2. With the prior written authorization of a majority of the Board members for amounts over $250.  

   3. Reports in oral and written form on all financial transactions, obligations and balances to the Board of Directors and Officers within one month of taking office and periodically thereafter and reports the financial status of the organization to the membership.

   4. Ensures the timely preparation and filing of Federal and NC State tax returns and other official submissions as may be required.

   5. Ensures that donations are acknowledged in a timely manner in accordance with the current Internal Revenue Service regulations.

   6. Leads the preparation of an annual budget for the new fiscal year to be submitted to the Board for approval prior to the end of the current fiscal year. 

 
Section 7 – Collective Responsibilities:  The President and other Officers work together to identify and conduct initiatives intended to improve the health, safety and welfare of domestic companion animals in Duplin County.  Such initiatives may also be developed from recommendations from Members or external sources.  This includes, but is not limited to, spay and neuter, transport, foster, support of animal rescue organizations, initiatives to support/improve the County Animal Shelter, and education programs.  It is anticipated that many of these initiatives will be accomplished through the creation, coordination and support of committees and initiatives run by other members of the organization. Committees and initiatives as deemed necessary by the Officers may be established with Board approval, and committee chairs and initiative managers shall be appointed by the Officers.    

Article 6 – INITIATIVES

From time to time the PFDC may find it appropriate to launch initiatives in order to support its mission, goals and objectives. 

Initiatives may seek to raise money, to communicate the message of the PFDC to the public, to conduct projects in support of animals, to educate public servants, citizens or students.  Initiatives may also be required to investigate a perceived opportunity or issue affecting the organization, the public or domestic animals.  Initiatives may exist for a few weeks, months or years.  Potential initiatives may be identified by a member of the Board, by an Officer or by other members attending a regular meeting of the PFDC.  To become an Approved Initiative, a Potential Initiative must be approved at a regular meeting of the PFDC by a majority of those present.  Upon approval, an Initiative Manager is appointed to define, lead and implement the initiative.  Other members may volunteer or be recruited to assist the Initiative Manager.  Once approved, the Initiative becomes a standing item on the agenda of regular meetings of the PFDC at which time the manager provides status reports, progress and plans.  Upon the successful completion of an Initiative as announced by the Initiative Manager at a regular meeting, the Initiative is removed from the standing agenda.

Article 7 – ELECTIONS

Section 1 - Schedule:  Election of Board Members and Officers are held in March of each year.  Elected Board Members and Officers begin their terms of office on April 1.

Section 2 - Nominating Committee:  The Board of Directors shall appoint a Nominating Committee by January 15th, annually, for the purpose of proposing names of candidates for all elective offices for the ensuing year. The Nominating Committee shall consist of a chairperson and two other members of PFDC but will exclude Board Members and Officers.  Members of the Nominating Committee are eligible to become candidates for any office.  It will be the responsibility of the Nominating Committee to solicit, select and deliver a slate of potential candidates for each Board position with an expiring term and for each Officer position.  The Nominating Committee will identify at least one candidate, qualified, willing and able to serve for each Board position that will be elected and for each Officer position.  The Nominating Committee will deliver the completed slate of potential electable candidates to the Board no later than March 1.  

Section 3 - Elections: The Board will pass the completed candidate slate to the PFDC Secretary. The Secretary announces the election and is responsible for preparing the ballot and election instructions. The Secretary will distribute the ballot by March 15th to members in good standing by email and by US Mail to members without email service. Voting will be open for at least a week to provide the opportunity for maximum member participation. Members may submit their votes electronically or by US Mail. The Secretary is responsible for validating the authenticity of votes submitted. The Secretary will tabulate all votes and announce election results to all members electronically before the end of March. Election results will be announced again at the April general meeting when the Board Members and Officers who have been elected will be introduced. 

Section 4 - Transition: Previous incumbents not continuing in office are expected to assist newly elected Board members and Officers and are responsible for passing on all official organizational records.