HOPE Animal-Assisted Crisis Response
August 7, 2017
BYLAWS
OF
HOPE
Animal-Assisted Crisis Response
an Oregon Nonprofit Corporation
Approved by the Board of Directors
August 7, 2017
ARTICLE I
Corporation Name
Section 1.01 - Corporate Name
(1)The name of this corporation shall be “HOPE Animal-Assisted Crisis Response”.
ARTICLE II
Offices; Non-Profit Status; Assets
Section 2.01 - Principal Offices
(1)The principal Executive office shall be fixed by the Board of Directors at any place within or outside the State of Oregon.
(2)Any change of the principal office location shall be filed with the Oregon Secretary of State.
(3)The Board of Directors shall designate and maintain a Registered Agent within the State of Oregon, whenever the principal office is located outside the State. Otherwise the principal office shall be so registered with the Oregon Secretary of State.
Section 2.02 - Other Offices
(1)The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business, and may change the location of any office of the corporation as necessary.
Section 2.03 - Nonprofit Public Benefit Corporation
(1)This corporation has been formed under the Oregon Nonprofit Corporation Act for the purposes described in the corporation’s Articles of Incorporation and in Article III, Section 3.02 of these Bylaws, and it shall be nonprofit and nonpartisan.
(2)No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote.
Section 2.04 - Dedication of Assets
(1)The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income (that is, income after taxes, expenses, and any other costs associated with operating the corporation) or assets of this corporation shall ever inure to the benefit of any Director, Officer, or Member thereof, or to the benefit of any private person.
(2)Upon the dissolution of this corporation, any assets remaining after payment, or provision of payment of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established tax exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended. The Board of Directors shall determine how remaining assets are distributed.
ARTICLE III
Objectives and Purposes
SECTION 3.01 – OBJECTIVES
(1)HOPE Animal-Assisted Crisis Response is a nonprofit public benefit corporation dedicated to providing animal-assisted emotional support services.
(2)The objectives of this corporation will be carried out through certified human/canine teams and team leaders who have been trained to provide comfort and encouragement to people affected by crises and disasters.
SECTION 3.02 – PURPOSES
(1)This corporation is operated exclusively for public benefit charitable and educational purposes within the definitions of section 501(c)(3) of the Internal Revenue Code, as amended.
(2)This corporation shall not engage in any activities or exercise any powers that are not in furtherance of these objectives and purposes.
SECTION 3.03 – MISSION STATEMENT
(1)The mission of this corporation shall be, “To provide comfort and encouragement through animal-assisted support to individuals affected by crises and disasters.”
ARTICLE IV
Members; Rights and Obligations
Section 4.01 - Volunteer Members
(1)This corporation shall consist solely of volunteer members.
(2)No member shall receive or accept compensation for any services rendered to either the corporation or for clients of the corporation, in any form whatsoever.
(3)Members with voting rights shall be referred to as “Member(s)”.
Section 4.02 – Membership Classes
(1)This corporation shall have two (2) classes of members. All classes of members may attend member meetings and social events. The classes of membership are:
(a)Certified Team – A Certified Team is defined as an individual person with a dog, who together, have completed and passed the required training and have met all other membership requirements. This class of Member must continue to meet all ongoing membership requirements; pay annual dues, as set by the Board of Directors; shall have full voting rights; may hold any elected or appointed position; serve on and chair committees; and may be called upon to deliver crisis response services with their certified dog. A Member may be certified with more than one dog, but can work with only one dog at a time.
(b)Certified Team Leader – A Certified Team Leader is defined as an individual person, without a dog, who has completed and passed the required training and has met all other membership requirements. This class of Member must continue to meet all ongoing membership requirements; pay annual dues, as set by the Board of Directors; shall have voting rights; may hold any elected or appointed position; may serve on and chair committees; and may be called upon to deliver crisis response services as a Team Leader.
Section 4.03 - Discrimination
(1)This organization shall not discriminate against individuals for reasons of: race, age, gender, religious affiliations, cultural differences, sexual identification,or sexual preferences and this corporation shall encourage ethnic diversity.
(2)This organization shall not discriminate against any particular breed of dog.
Section 4.04 – Fees, Dues, and Assessments
(1)All Certified and Supporting members must pay fees, dues, and assessments, within the time and on the conditions set by the board of directors.
Section 4.05 - Members in Good Standing
(1)Members are considered to be in good standing if they are current with dues, not on suspension, and have met all continuing education requirements, when applicable, as set forth by HOPE policies and procedures, as approved by the board of directors.
Section 4.06 - Leave of Absence
(1)Any Member in good standing may elect to take up to six month’s leave of absence from the organization, after notifying their Regional Director in writing.
(2)Members on an approved Leave of Absence will be taken off active service status during their absence, and the Membership Chair will so designate the person as on an approved leave on the membership roster.
(3)After the leave period, the Member must become current with required dues, and they must resume continuing education and training requirements.
(4)A Member may elect to request up to six additional months leave of absence by notifying their Regional Director in writing.
(5)A Member who does not return to active service status within sixty (60) days of the end of their approved leave of absence, shall have their membership terminated. Written notice of termination shall be sent to the Member’s last known mailing address and last known email address as shown on corporation records. This notice shall be sent at least thirty (30) days prior to such termination.
Section 4.07 – Membership Termination
(1)The membership of a Member shall terminate in the following cases:
(a)Resignation: A Member may resign at any time by submitting a letter of resignation in writing to the corporation. The effective date of the resignation shall be when the corporation receives the letter of resignation, or at such time as is indicated in the letter.
(b)Death: Upon the death of a Member their membership shall terminate.
(c)Failure to pay dues: A Member may be terminated for failure to pay dues within the times and conditions set forth by the board of directors. A Member whose dues are in default on the first day of the third month following the members’ designated dues payment date shall have their membership terminated, provided notice has been sent in writing to the Member’s last known mailing address and last known email address as shown on corporation records, at least thirty (30) days prior to the termination date.
(2)The Board of Directors may terminate an individual’s membership if:
(a)A Member has been declared to be of unsound mind by order of a court.
(b)A Member has been convicted of a felony.
(c)A Member is found by final order or judgment of any court to have breached a duty under the Oregon Nonprofit Corporation Act.
(d)A Member violates the ethical standards or polices, and procedures of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.
(3)A Member facing termination by the Board of Directors shall be given written notice sent to the Member’s last known mailing address by first class or certified mailand last known email address as shown on corporation records, not less than thirty (30) days prior to the termination date, with the reasons for such action taken by the board of directors.
(4)A Member facing termination is entitled to be heard by the Board of Directors, in writing, not less than ten (10) days before the effective date of termination.
(5)A Member terminated by the Board of Directors may only be reinstated by a two-thirds (2/3) vote of the Board of Directors.
Section 4.08 – Suspension of Members
(1)The Board of Directors may suspend a Member from active service status who violates the ethical standards or policies and procedures of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.
(2)A Member facing suspension shall be sent written notice to the Member’s last known mailing address by first class or certified mailand last known email address as shown on corporation records not less than thirty (30) days prior to the suspension date, with the reasons for such action taken by the Board of Directors.
(3)A Member facing suspension is entitled to be heard by the Board of Directors, in writing, not less than ten (10) days before the effective date of the suspension.
(4)A suspended Member shall be given written notice of the conditions that must be met before the suspension can be lifted, and how the Member can be considered for reinstatement once all conditions have been met.
(5)A suspended Member must meet all requirements of the membership class they seek to be reinstated to.
(6)A suspended Member can only be reinstated by a majority vote of the board of directors.
Section 4.09 – Canine Misconduct
(1)The Board of Directors may terminate or suspend any certified dog whose behavior violates standards of the organization, as written and described in its manuals, training documentation, and all other such policies and procedures.
(2)A Member, whose certified dog is facing termination or suspension, shall be sent written notice to the Member’s last known mailing address and last known email address as shown on corporation records, not less than thirty (30) days prior to the expulsion or suspension date, with the reasons for such action taken by the board of directors.
(3)A Member whose dog is facing termination or suspension, is entitled to be heard by the Board of Directors, orally or in writing, not less than ten (10) days before the effective date of expulsion or suspension.
(4)In the case of a certified dog’s suspension, the Member shall be given written notice of the conditions that must be met before the suspended animal can be considered for reinstatement.
(5)A suspended certified dog can only be reinstated by a majority vote of the Board of Directors.
(6)A certified dog that has been terminated from membership is not eligible for reinstatement.
Section 4.10 – Membership Reinstatement
(1)Individuals that have terminated membership may be considered for reinstatement provided they submit a new application for membership, pass required training and certifications, and make payment of appropriate fees, dues, and assessments.
(2)Individuals seeking membership reinstatement must be approved for reinstatement by the Board of Directors.
Section 4.11 – Non-Transferable Membership
(1)A Member may not transfer their membership, or any right or obligation arising under it, to another individual.
Section 4.12 – Annual and Regular Meetings
(1)An Annual Meeting of members shall be held every year at a time and place so designated by the Board of Directors.
(2)Regular meetings of members may be held at a time and place so designated by the Board of Directors.
(3)In the absence of a designated place of meeting, all regular members’ meetings shall be held at the Principal Executive Office of the corporation.
(4)At the Annual Meeting the following may be considered:
(a)The President, Members of the Executive Committee, or members of the Board, or any other person so designated by the President, shall report on the activities and financial condition of the corporation.
(b)Members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Section 4.14.
Section 4.13 - Special Meetings of Members
(1)Special meetings of Members may be called in the following cases:
(a)A special meeting may be called by a majority of the Board of Directors;
(b)If twenty-five percent (25%)or more of Members sign, date and deliver by Certified Mail to the corporation’s Secretary one or more written demands for a meeting, describing the purpose or purposes for which it is to be held.
(2)The record date for Members entitled to demand a special meeting is the date the first Member signs the demand.
(3)If a notice for special meeting demanded under subsection (2) is not sent out by the corporation within sixty (60) daysafter the date the written demand(s) are delivered to the corporation’s Secretary then, the Member initiating and signing the demand(s) may set the time and place of the special meeting, and shall give notice to all Members pursuant to Section 4.14.
(4)Special meetings of Members may be held in or out of the State of Oregon, at the place and time so designated by the Board of Directors.
(5)If a place is not stated in a notice of special meeting of Members, then the meeting shall be held at the Principal Office of the corporation.
(6)Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of Members.
Section 4.14 - Notice of Meetings
(1)All notice of meetings of Members shall be sent or otherwise given in accordance with Section 4.15, not less than thirty (30) days before the meeting. All notice of meetings should specify the place and time of the meeting, and:
(a)Notice of a special meeting must include the purpose or purposes for which the meeting is called;
(b)Notice of the annual meeting shall include a description of any matter or matters that require Members’ approval.
Section 4.15 - Notice Methods
(1)Notice of meetings shall be sent in writing by one or more of the following methods:
(a)U.S. Mail sent to the Members last known mailing address.
(b)Email sent to the Members last known email address.
(c)Private carrier sent to the Members last known mailing address.
(d)By posting a notice on the corporation web site calendar page.
(2)Notice of meetings shall be effective at the earliest of the following:
(a)When received;
(b)Five days after its postmark, if mailed by United States Mail correctly addressed and with first class postage affixed;
(c)Thirty days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or
(3)Written notice is effective if addressed to the Member's last known address shown in the corporation's current list of Members.
(4)A written notice posted on the corporate web site calendar page shall be effective if posted not less than thirty (30) days from the meeting date.
Section 4.16 - Waiver of Notice
(1)A Member may at any time waive any notice required by Section 4.15. The waiver must be in writing, be signed by the Member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2)A Member’s attendance at a meeting waives objection to:
(a)Lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(b)Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 4.17 - Record Date
(1)For purposes of determining the Members entitled to a notice of any meeting, to vote, or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than twenty (20) days prior to the date of any such meeting; nor more than sixty (60) days prior to such action without a meeting; and in such a case only the Members of record at the close of business on the date so fixed are entitled to notice, and to vote or give consent, as the case may be, except as otherwise provided in the Oregon Nonprofit Corporate Act.
(2)If the Board of Directors does not set a record date:
(a)The record date shall be the day on which first notice is mailed or otherwise transmitted to Members in accordance with Section 4.15;
(b)For determining Members entitled to notice of, or to vote at a meeting of Members, shall be at the close of business on the preceding day on which notice is given or, if notice is waived, at the close of business on the day preceding the day the meeting is held; and;
(c)The record date for determining Members entitled to give consent to corporation actions without a meeting, (A) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (B) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
Section 4.18 - Quorum
(1)The presence of 25% of the Members eligible to vote at any annual, regular or special meeting of the membership shall constitute a quorum. Presence may include electronic means by which all members at the meeting can communicate with one another.
(2)The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of a quorum.