BYLAWS OF

 HEARTLAND GREYHOUND ADOPTION

ADOPTED JULY 2001

AMENDED April 2003

AMENDED July 2007

AMENDED August 2009

AMENDED January 2013

AMENDED October 2014

ARTICLE I. OBJECTIVES and PURPOSE

 

Section 1. Mission.  This organization shall be known as Heartland Greyhound Adoption.  The mission of Heartland Greyhound Adoption is to:  educate the public on greyhounds through outreach projects; continue the education of greyhound owners within our membership encourage and nurture the adoption of greyhounds; accept and screen applications for greyhound adoptions; establish foster homes for adoptive greyhounds; aid and support the efforts of other greyhound friends and adoption groups; establish and promote cooperation and understanding with local humane societies and other animal interest groups.

 

Section 2. Nonprofit Characterization.  Heartland Greyhound Adoption shall forever exist as a nonprofit organization.  Heartland Greyhound Adoption will conduct its activities to promote the purposes for which it was organized as set forth in the Articles of Incorporation, which may be included herewith.  No part of its net earnings shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that it shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objectives set forth herein and in the Articles of Incorporation.  No substantial part of the activities of Heartland Greyhound Adoption shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provisions of these Bylaws, it shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under the laws of the state of Iowa or the laws of the United States of America.

 

ARTICLE II. OFFICES

 

Section 1. Principal Office.  The principal office of the corporation in the State of Iowa shall be located at P.O. Box 342, Bondurant, county of Polk.  The corporation may have other offices, either within or outside of the state of Iowa, as the Board of Directors may determine or as the affairs of the corporation may require.

 

Section 2. Registered Office.  The corporation shall maintain in the State of Iowa a registered office, and a registered agent whose office is identical with the registered office, as required by the Iowa Nonprofit Corporation Act.  The registered office may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE III. MEMBERS

 

Section 1. Classes of Members.  The corporation shall have one class of members: Individual and Subscriber.  Membership in the corporation is open to any individual, at least 18 years old, who wishes to participate in the organization or its functions.  Members shall pay annual dues as established by the Board of Directors.

Section 2. Voting Rights.  Each member of the individual class shall be entitled to one vote on each matter submitted to a vote of the members.  All other member voting rights are set forth in Article IV below.

 

Section 3. Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIII of these bylaws.

Amendment 1 (2007) In the event that an adoption has been voided due to unacceptable actions, living conditions, or the surrender of an animal, membership is terminated immediately upon return of the greyhound to the care of Heartland Greyhound Adoption.

 

Section 4. Resignation.  Any member may resign by filing a written resignation with the Secretary, but resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.

 

Section 5. Reinstatement.  Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the board, reinstate the former member to membership upon such terms as the Board of Directors may deem appropriate.

 

Section 6. Transfer of Membership.  Membership in this corporation is not transferable or assignable.

 

ARTICLE IV. MEETINGS OF MEMBERS

 

Section 1. Annual Meeting.  The annual meeting of members shall be held between such a date as the Board of Directors shall by resolution specify.  At each annual meeting the election of the directors shall take place and such other business shall be transacted as may be properly presented to such meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the members as soon thereafter as conveniently may be.

 

Section 2. Special Meetings.  The President, the Board of Directors, or not les than one-tenth of the members having voting rights may call special meetings of the members.

 

Section 3. Place of Meeting.  The Board of Directors may designate any place, either within or outside of the state of Iowa, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the state of Iowa.

 

Section 4. Notice of Meetings.  Written or printed notice stating the place, day and hour of any business meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than 10 nor more than 50 days before the date of such meeting, by or at the direction of the President or the Secretary, or the officers or persons calling the meeting.  In case of a special meeting or when required by statute or by these bylaws, the purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. 

 

Section 5. Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter of the action.

 

Section 6. Quorum.  A quorum shall consist of the majority of the board and one of the following:

1. If non-board voting membership is greater than 50 members – 10% of such members
2. If non-board voting membership is between 5 and 49 – a minimum of 5 such members
3. If non-board voting membership is less than 5 – 100% of such members

If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice.

 

Section 7. Proxies.  At any business meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his authorized attorney in fact.  No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

 

Section 8. Voting by Mail.  Where directors or officers are to be elected by members in the individual class, the election may be conducted by mail in the manner that the Board of Directors shall determine.

 

ARTICLE V. BOARD OF DIRECTORS

 

Section 1. General Powers.  The affairs of the corporation shall be managed by its Board of Directors.  Directors need not be residents of the state of Iowa, but do need to be members in the individual class of the corporation.

 

Section 2. Number and Tenure.  The number of directors shall be seven.  Each director shall hold office until the next annual meeting of members during which his or her successor shall have been elected and qualified.  The election of a director shall be by the affirmative vote of a simple majority of members qualified to vote.  For the purpose of establishing staggered terms of office, the Board of Directors shall be divided into six classes as follows:

Class I shall consist of one director identified as the President, who shall serve a term of 

office, which shall expire at the annual meeting held in the year 2004 and at the annual 

meeting held every third year thereafter.

 

Class II shall consist of one director identified as the Treasurer and who shall serve a 

term of office which shall expire at the annual meeting held in the year 2003 and at the 

annual meeting held every third year thereafter.

Class III shall consist of one director identified as the Secretary and who shall serve a 

term of office which shall expire at the annual meeting held in 2002 and at the annual 

meeting held every third year thereafter.

 

Class IV shall consist of one director identified as the Vice President and who shall serve 

a term of office which shall expire at the annual meeting held in 2003 and at the annual meeting held every second year thereafter.

 

Class V shall consist of two directors identified as At Large Directors, who shall serve 

terms of office which shall expire at the annual meeting held in 2003 and at the annual 

meeting held every second year thereafter.  This class will now expire at the annual meeting held in 2004 and at the annual meeting held every second year thereafter.

 

Class VI shall consist of one director identified as an At Large Director, who shall serve a 

term of office which shall expire at the annual meeting held in 2002 and at the annual 

meeting held every year thereafter.  This class will now expire at the annual meeting held in 2003 and at the annual meeting held every second year thereafter.

 

Jorene King shall be the initial director for Class I; Aaron Siebrecht shall be the initial director for Class II; Carol Zingg shall be the initial director for Class III; Barbara Gilbert shall be the initial director for Class IV; Kate Swensen and Jody Evans shall be the initial directors for class V; and Vicki Williams shall be the initial director for Class VI.

 

Section 3. Regular Meetings.  The regular meetings of the Board of Directors shall be held on such date as the Board of Directors shall by resolution specify.  A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of members.

 

Section 4. Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The persons authorized to call special meetings of the board may fix any place, either within or outside of the state of Iowa, as the place for holding any special meeting of the board called by them

 

Section 5. Notice.  Notice of any special meeting of the Board of Directors shall be given at least two days previously by written notice delivered personally or by telephone or fax to each director at the director’s address as shown by the records of the corporation.  If notice is given by telephone, such notice will be deemed to be delivered when a verbal message is given to the director or by message left on a machine or with an individual at the phone number registered with the corporation.  If notice is given by fax, it shall be deemed to be delivered when successfully transmitted to the recipient’s facsimile machine at the recipient’s last fax number registered with the corporation.  Notice will be given at least two days previous to any special meeting and at least ten days previous to any regular meeting.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws. 

 

Section 6. Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 7. Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

 

Section 8. Removal.  Any Director elected by the members may be removed by a simple majority vote of the members of the individual class present at the business or special meeting.

 

Section 9. Vacancies.  The Board of Directors shall fill any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors.  A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.  Any Director appointed by the Board of Directors may be removed by the Board of Directors by a majority vote.  Such removal shall be with out prejudice to the contract rights, if any, of the person so removed whenever in its best judgment the best interest of the corporation would be served by such removal.

 

Section 10. Compensation.  Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing contained here shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for such services.

 

Section 11. Informal Action by Directors.  Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the directors.

 

ARTICLE VI. OFFICERS

 

Section 1. Officers.  The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article.  The Board of Directors may elect or appoint by majority vote other officers, including, but not limited to, one or more assistant Secretaries and one or more assistant Treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the Board of Directors.

 

Section 2. Election and Term of Office.  The officers of the corporation shall be elected annually as set forth in Article V, Section 2, by the members at their regular annual meeting.  If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until their successor shall have been elected and shall have qualified.

 

Section 3. Removal.  Any officer elected by the members or appointed by the Board of Directors may be removed by a simple majority vote before the full Board of Directors whenever in its judgment the best interests of the corporation would be served by such director’s removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

Section 4. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5. President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The President shall preside at all meetings of the members and of the Board of Directors.  He or she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the board of Directors.

 

Section 6. Vice-President.  In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice-President shall perform such other duties as may be assigned by the President or by the Board of Directors.

 

Section 7. Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety as the Board of Directors shall determine.  He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII (Contracts, Checks, Deposits and Funds) of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or by the Board of Directors.

 

Section 8. Secretary.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaw or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary by that member; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors.

 

Section 9. Assistant Treasurers and Assistant Secretaries.  If appointed and required by the Board of Directors, the assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The assistant Treasurers and assistant Secretaries, in general, shall perform the duties assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

 

ARTICLE VII. COMMITTEES

 

Section 1. Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation;

 

Section 2. Other Committees.  Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.  Except as otherwise provided in the resolution, members of each such committee shall consist of members of the corporation; and the Board of Directors or a designee of the corporation shall appoint the members of the committees.  The persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal may remove any member.  Each committee shall report to the Board of Directors at the designated Board meetings.

Section 3. Term of Office.  Each member of a committee shall continue as a member until the next annual meeting of the members of the corporation and until the member’s successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee.

 

Section 4. Chair.  One member of each committee shall be appointed chair by the person or persons authorized to appoint the members of the committee.

 

Section 5. Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

Section 6. Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

Section 7. Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section 1. Contracts.  The Board of Directors may authorize by majority vote any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, 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. In the absence of this determination by the Board of Directors, the instruments shall be signed by the Treasurer or an assistant Treasurer and countersigned by the President or a Vice-President of the corporation.

 

Section 2. Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, or other evidences of indebtedness issued in the name of the corporation, shall be signed by those officers or agents of the corporation and in a manner as shall be determined by resolution of the Board of Directors.  In the absence of this determination by the Board of Directors, the instruments shall be signed by the Treasurer or an assistant Treasurer and countersigned by the President or a Vice-President of the corporation.

 

Section 3. Deposits.  All funds of the corporation shall be deposited to the credit of the corporation in the 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 devised for the general purposes or for any special purpose of the corporation.

 

ARTICLE IX. CERTIFICATES OF MEMBERSHIP

 

Section 1. Certificates of Membership.  The Board of Directors may provide for the issuance of certificates evidencing membership with voting rights in the corporation, which shall be in such form as may be determined by the board.  The certificates shall be signed by the President or a Vice-President and by the Secretary or an assistant Secretary.  All certificates evidencing membership of any class shall be consecutively numbered.  The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation.  If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued upon the terms and conditions as the Board of Directors may determine.

 

Section 2. Issuance of Certificates.  When a member has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in such member’s name and delivered by the Secretary or Assistant Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article.

 

ARTICLE X. INDEMNIFICATION

 

The Corporation shall indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in Iowa Code Sections 490.850 through 490.858 (2001).  The rights to indemnification conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles of Incorporation or any agreement, vote of the disinterested members or disinterested Directors or otherwise.

 

ARTICLE XI. BOOKS AND RECORDS

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its business, Board of Directors and committee meetings having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

 

ARTICLE XII. 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 XIII. DUES

 

Section 1. Annual Dues.  The Board of Directors may determine the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

 

Section 2. Payment of Dues.  The Board of Directors shall determine the place and time of payment of dues.

 

Section 3. Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues upon expiration, such member’s membership may be terminated by the Board of Directors in the manner provided in Article III (Members) of these bylaws.

 

ARTICLE XIV. WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the Iowa Nonprofit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to the giving of notice. 

ARTICLE XV. AMENDMENTS TO BYLAWS

 

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors and majority of members present at the annual meeting or at any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at the meeting.  Pursuant to Iowa Code section 504a.12 (2001), the Board of Directors may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in the Articles of Incorporation or the bylaws or the Iowa Code, be operative during any emergency, in the conduct of the affairs of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.

ARTICLE XVI. DISOLUTION AND DISPOSITION

 

Upon dissolution of the organization, its assets remaining after payment, or provision for  payment, of all debts and liabilities of this organization shall be distributed for one or more exempt purposes within the meaning of Section 501 (c )3 of the Internal Revenue Code.  Such distribution shall be made in accordance with all applicable provision of the laws of this state.  All dogs in the organizations care will be placed in adoptive homes.

 

ARTICLE XVII CONFLICT OF INTEREST

 

At the time of tax filing or newly elected to the board of directors, all board of directors will file a conflict of interest statement.

 

When board of directors of their family members have a material conflict of interest in the matter, being considered by the board of directors, they should refrain from attempting to influence other decision makers regarding the matter.  Board of directors members with a material conflict of interest are required to recues themselves from board discussions and votes regarding those matters other than to respond to informational requests.