FORGOTTEN ANIMAL SHELTER, INC.
CONSTITUTION AND BYLAWS
(Effective June 26, 2002)
The name of this organization shall be Forgotten Animal Shelter, Inc.,
incorporated under the laws of the state of Ohio; this name and/or the
dba, F.A.S., Inc. shall be used as the name of the organization for all
The primary objective of this organization will be to build a “no-kill”
animal shelter, to aid in the rescue and rehabilitation of abused and
abandoned animals, to help stop the over population of animals, to
provide humane care and treatment for all animals needing protection in
the area served by the organization, to seek to return lost animals to
their owners, to seek suitable homes for animals without owners, and to
provide euthanasia when it is deemed necessary as a humane means to end
an animal’s suffering.
To meet the objectives of this
organization it shall:
Raise money for its
operation through appropriate fund raising and donations;
Encourage spaying and
Increase the quality
of life for stray, unwanted and homeless animals by caring for them and
seeking suitable homes;
interest in a “no-kill” shelter;
and equip a “no-kill” shelter for animals.
This organization shall not conduct or operate for profit and no part of
any profits or remainder of residue from donations to the group shall
enure to the benefit of any members or individuals.
F.A.S., Inc. membership is open to any individual or group of
individuals interested in the aforementioned objectives. Membership
shall neither be rendered nor denied on the basis of race, color,
religion, national origin, sex or physical handicap.
Full, voting membership shall be open to any dues paying person over 16
years of age. Individuals wishing to become a member who are under the
age of 16, are to be classified as Junior Members which class shall have
no voting rights herein, and may not hold any elected office of the
A person shall not be a member
unless approved for to membership by the Board of Trustees, which may
reject any application for good cause. Good cause shall include, but
not be limited to:
Prior convictions of
criminal violations or citation violations for animal cruelty, animal
neglect, or associated violations of law; any such pending charges
against a person seeking membership; prior actions taken by any
governmental agency, or organization authorized to do such by any
governmental agency, involving civil actions resulting from neglect
and/or cruelty to animals, and/or any allegations of such. Any such
person may reapply for membership should such charges, criminal or
civil, be found to be without merit, after a final judgment and/or
All membership applicants must agree to the Objective of the
organization, and as set forth in Article II herein.
Any person currently a member of the organization who is convicted of
any criminal action resulting from neglect and/or cruelty to animals, or
who has a final determination that animals are to be permanently removed
by appropriate governmental agency, or organization authorized by such
agency, when such removal is predicated upon a finding of cruelty and/or
neglect, and/or abandonment, shall be dismissed as a member upon a final
determination of such. Any current member being charged with a criminal
act resulting from cruelty, neglect, and/or abandonment of animals shall
have such membership suspended, and all entitlements of such membership
suspended during the pendency of any such action. Membership may be
reinstated with full entitlement upon a finding that such charges were
unfounded by the appropriate government agency involved or as a result
of a court’s judgment, upon the Board being notified by the member.
All members, except Junior Members, in good standing with the
organization and current with their dues, shall be entitled to cast one
vote at any general meeting of the organization for the purposes of all
motions, and/or elections properly before the organization.
The organization shall keep a
written roll of membership, indicating the desire of such person to
become a member, and the approval thereof by the Board of Trustees.
Such writing shall include a request to become a member, the date
thereof, a notation as to the approval by the Board of Trustees of such
membership, and the date of such approval.
1. Membership classes and dues amounts are as follows:
Junior Members (under age 16) are exempt from dues.
Adult Members (ages 16-59) will pay $15 annually.
Each additional member per same household
(age 16-59) will pay $10 annually.
Member (ages 60 and older) will pay $5 annually.
fifteen (15) days after the 2002 annual meeting, the Treasurer shall
send notice to all members in good standing of membership dues owed to
FAS for 2002. Payment will be due no later than forty-five (45)
days after the 2002 annual meeting. If unpaid by December 31,
2002, member will be considered delinquent and shall be automatically
removed from the membership role. Current members will pay
one-half (1/2) of the applicable dues for his/her class.
year, no later than December 1, the Treasurer shall send notice to all
members in good standing of membership dues which are owed to FAS.
These dues will cover the twelve (12) month period of January 1 to
December 31 of the following year and will be due no later than January
31 of the year covered.
New members added in a month other than January shall pay dues,
if applicable, based on the month in which they submit their membership
request. Dues will be assessed at 1/12th the annual rate
times the number of months remaining in the year and shall be submitted
with their membership request. If membership is not granted, said dues
shall be returned.
who have not paid their dues by January 31 shall be considered
delinquent and ineligible to vote on any matters put before the
individual removed from the membership role for failure to pay dues who
reapplies for membership must remit the full amount of the delinquent
dues along with the current amount due, if applicable. Said dues will
be returned if membership is not granted.
classes of membership and related dues may be added at the discretion of
the Board of Trustees.
amount of the membership dues may be changed only by the membership at
an annual meeting per the provisions set for in Article VII, Section 1.
Meetings, Annual Elections, Officers,
and Board of Trustees
An annual meeting of the organization for the purpose of electing
Trustees and for the transaction of any other business authorized to be
transacted by the members shall be held at such time and place as shall
be specified by the Board of Trustees except as limited herein.
Unless otherwise determined by the Board of Trustees, this meeting shall
be held in June of each year. The Board of Trustees shall have no
authority to cancel such annual meeting, but are authorized to
reschedule it for May or July, as need may dictate.
Should the Board of Trustees make
a determination that the annual meeting is to be held in a month other
than June, it must give such notice of the annual meeting, to all
members, at their last known address, in writing, not more than thirty
days prior to such meeting and not less than fourteen days prior to such
meeting. Such written notice shall specify that the meeting is to take
the place of the regularly scheduled annual meeting, and that an
election of the Board of Trustees will be held at that time. The notice
of this meeting, and any other notices of meetings as required shall
also specify the time and place of the meeting as determined by the
Board of Trustees.
Special meetings of the members may be called at any time by the Board
of Trustees, voting to do so by majority, or by 25% of members qualified
to vote, in good standing with the organization and current with their
dues, upon their filing with the secretary of the organization a written
request for the meeting, stating the purpose or purposes of the proposed
meeting, and the date, time and place of which the meeting is to held.
Special meetings for which written request is made shall be held not
less than thirty days, no more than sixty days after of the request at
the time and place requested, unless the Board of Trustees shall
designate otherwise, with regard to the place and the time of the
meeting, within the restrictions set forth herein.
At each annual meeting, a quorum
of 10% of all members in good standing with the organization and current
with their dues shall be required to be in attendance to nominate and
elect a Board of Trustees.
Membership, at the annual
meeting, shall nominate candidates to vacancies on the Board of
Trustees, upon motion and seconding of the motion. No vote to nominate
shall be required, however, each nominee must indicate his or her
willingness to serve at the time of the nominations, or if they are not
present, by pre-written letter so indicating. The number of nominations
shall be unlimited, provided that any such nominees shall be members in
good standing, and shall indicate their willingness to serve. Elections
shall be held, upon a determination that a quorum exists, and, said
elections shall be held by secret written ballot except when the number
of nominations do not exceed the vacancies to be filled. The Board of
Trustees so elected shall consist of the six nominees receiving the most
votes, whether or not such votes represent a majority of the electing
membership. The Board of Trustees shall assume their duties immediately
upon the close of the annual meeting, or earlier upon an appropriate
motion made, seconded and passed by a majority of the members present.
the first annual meeting after the adoption if these by-laws there shall
be elected six members to the Board of Trustees.
Nominations for, and election to the Board shall be made as follows:
Two (2) Trustees to be elected for a one-year term;
Two (2) Trustees to be elected for a two-year term;
Two (2) Trustees to be elected for a three-year term.
all annual meetings thereafter, elections to vacancies on the Board
resulting from the expiration of term shall be for a three (3) year
Should a vacancy on the Board occur, resulting from any reason other
than expiration of term, the remaining Trustees may elect to: A) leave
such vacancy open until the next annual meeting, at which time the
membership shall nominate and elect a Trustee to complete the original
term; or B) appoint a member, otherwise eligible, to the position for
the remainder of the original term.
quorum necessary to conduct business of the Board of Trustees shall be
two-thirds of the total number of Board members.
After each annual election, the Board of Trustees shall by agreement, or
nomination and election within the Board, select a Chairman, pro tem
and Secretary, pro tem, for the purposes of electing officers of
the organization. This shall be their first order of business. Their
second order of business shall be said election. Officers to be elected
by the Board shall be President; Vice President; Recording Secretary;
and Treasurer. Only members of the Board of Trustees shall be eligible
for such offices. The Board of Trustees shall nominate such of their
members for office, and no second shall be required, however, each
Trustee so nominated shall indicate a willingness to serve as an officer
pursuant to such nomination. Should more than one person be nominated
for any office, a vote of the Board of Trustees, by written ballot shall
be held. No majority for election shall be required, and the persons
receiving the most votes from the Board of Trustees shall be elected to
the office for which he of she was nominated. Tie votes for any
officer’s position shall be decided by a coin toss.
Should the office of President become vacant, for any reason, the Vice
President shall automatically become the President of the organization;
should any other office become vacant during the annual year, such
vacancy shall be filled by a majority vote of the Board. All nominees
for office shall acknowledge their willingness to comply with the duties
of officers as set forth herein, and as may be otherwise required.
The initial meeting of the Board of Trustees, for the purposes of
electing officers shall occur not more than fifteen days after the close
of the annual meeting at which said Board of Trustees was elected.
Duties of Officers
The President shall preside over all meetings of the organization, the
Board, and shall be ex officio, without vote, a member of all
committees of the Board, shall deliver to the annual meeting of the
members of the organization a comprehensive report of the program and
policies followed by the Board in the preceding year, to include a
valuation of the organizations objectives, goals, and programs in effect
to achieve such objective and goals. The President shall have no vote
at either a general meeting of the organization, or at any Trustee’s
meetings, except in the case of a tie amongst the voting members. Under
such circumstances, the President may, and shall cast a deciding vote.
A tie vote is defined as a situation in which any voting requiring a
majority results in equal votes.
The Vice President shall fulfill all functions of the President when the
latter is incapacitated, unavailable, or for any reason cannot
temporarily serve, and to become President and assume all such duties
of the President should the presidency become vacant for any reason.
The Recording Secretary shall take and preserve minutes of all meetings
of the members of the organization and of the Board, notify members and
Trustees of annual, regular and special meetings, and perform other
duties as assigned by the Board. The Secretary shall cause the minutes
of all membership and board meetings to be published in a form which
shall be made available upon request, to any and all members. The
Secretary shall receive and report all correspondence to the Board or
the appropriate committee, shall answer all correspondence unless
otherwise directed by the Board, upon approval of response as
authorized by the Board, and shall have custody of all files, records,
and other documents and be responsible for their safekeeping, except
where otherwise designated by the Board.
The Treasurer shall be responsible for receiving and depositing in a
bank designated by the Board, all monies and securities, to disperse
funds in accordance with the budget approved by the Board of Trustees,
and to submit to the Board and to the annual meeting of the organization
an annual report, audited by an independent accountant selected by the
Board, or alternatively by a committee selected from the membership, of
the income and expenditures of the organization for the preceding year,
and of liabilities and assets. Upon approval of a majority of the Board
members, any member other than the Treasurer, shall be authorized to
assist the Treasurer in these duties. The Treasurer shall establish
a bank account or accounts as necessary, to include a checking account
for the disbursement and payment of items as authorized by the Board of
Trustees. Such checking account will be required to be a dual signature
account, requiring the signature of the Treasurer, or authorized
individual acting on behalf of the Treasurer, and such other officer as
the Board of Trustees may designate. The Board of Trustees shall have
full authority to add or delete any authorized signature, other than
The Board of Trustees shall establish a schedule for the holding of
general meetings and board meetings as it deems appropriate, other than
the required meetings of the membership and the Board for the purpose
of elections. The Board will be required, by and through the Secretary,
to provide advance notice of all general meetings of members at least
ten days in advance of the date set for the meeting, to the last known
address of each member in good standing at the time such notice is sent,
and that such notice shall note the date, time and location of such
meeting. Such notice shall be in writing, however, need not be an
exclusive notice of the meeting, but may be included in other
correspondence, newsletters, announcements, or other documents as
At any meeting of the organization, those members present, in good
standing, current with their dues and in person shall have authority to
transact all business that may come before the meeting. Voting by proxy
shall not be permitted.
All general meetings of the organization, meetings of the Board of
Trustees, and committees shall be conducted pursuant to Robert’s Rules
of Order, as set forth in the last published revision thereof, however
no inadvertent violation of those rules, not raised, shall cause any
action to be held invalid.
The fiscal year of the society
shall commence on January 1st of each year, and shall end on
December 31st of each year.
These Bylaws may be amended by
the members at any annual meeting providing that a proposal to amend shall
be submitted in writing to the Secretary with signatures of at least 25%
of members in good standing with the organization and current with their
dues, at least forty days prior to the annual meeting. The Secretary
shall include the text of proposed amendments in the notice of the
Bylaws properly presented as set forth in Article VII, Section 1, shall be
adopted or rejected by a simple majority of members voting.
The Board may from time-to-time
establish standing rules applicable to the details of the administration
of the organization, provided that such standing rules do not violate any
bylaw, constitutional provision, corporation objective, law, or objective
set forth in the Mission Statement of the Forgotten Animal Shelter, Inc.
Dissolution of Corporation
The F.A.S., Inc. may be dissolved at any time by a vote of the Board,
requiring a two-thirds approval. In the event of dissolution, whether
voluntary, or by operation of the law, the property, proceeds thereof,
assets of the corporation, shall not be distributed to any members of the
organization but after payment of debts, all property and assets shall be
donated to a similar charitable organization for the benefit of animals
selected by the Board members. Appropriate legal actions shall be
required to complete the dissolution of the corporation, as may be
required by any governmental agency and/or statutory requirement.