CRHS Board of Directors Bylaws
Bylaws of the Coulee Region Humane Society, Inc., a Wisconsin Non-Profit Corporation
The name of the corporation (“Corporation”) shall be Coulee Region Humane Society, Inc.
A. The objectives of this Corporation shall be:
- To prevent cruelty to animals;
- To further the education of the public as to the humane treatment of animals;
- To ensure the enforcement of the laws pertaining to the humane treatment of animals;
- To engage in other activities that will improve the general welfare of the animal population.
- To achieve these objectives, all animals, excluding wildlife in the custody of this Corporation, shall be either, redeemed by their owners, adopted into suitable homes, or euthanized in a humane manner.
C. To assure that control of this Corporation remains vested in the Board of Directors, this Corporation shall not accept any contributions or subsidy from any municipality (or county). Any monies received from any municipality (or county) shall be for service rendered.
D. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on other activities not permitted:
- By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law);
- By a corporation, contributions to which are deductible under Section 170(e)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).
- The Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
F. The purpose of the Corporation shall be in addition to the above any other purposes approved by the board of directors or members and authorized by Chapter 181 of the Wisconsin Statutes.
A. Membership. Membership in the Corporation is open to anyone willing to abide by the purposes of this Corporation and the payment of annual dues established by the Board.
B. Classes, Restrictions, Voting And Dues. The Corporation’s Board of Directors (“the Board”) shall determine membership classes, age restrictions, voting privileges, and annual dues.
C. Voting members. Only members who are elected to the Board shall be voting members. Voting members shall each be entitled to one vote on any matter requiring a vote of the members of the Corporation. Proxy voting shall not be permitted.
D. Non-voting members. Non-voting members shall be other interested persons whose applications for membership have been approved by the Board and who have paid the annual dues prescribed by the Board. Non-voting members shall be entitled to receive publications, attend meetings, and have any other privileges as may be granted by the Board, but they shall not be entitled to vote.
E. Removal of members. Upon a recommendation by a vote of a majority of the Board constituting a quorum, and after providing the member(s) who are the subject of a removal vote notice and an opportunity to be heard by the Board, members of the Corporation may be removed by a vote of two-thirds of all voting members (notwithstanding whether all members are present at a meeting to vote on such removal). The president, or the president’s designee, must give member(s) who are the subject of a removal vote at least two weeks notice before such removal vote.
F. Meetings of members.
- Annual meeting. In each calendar year, an annual meeting of members shall be held during the month of February. The Board shall give at least 10 business days prior written notice of an annual meeting to each member at the address of the member shown in the records of the Corporation. It shall be the responsibility of each member to inform the Corporation of any change in address.
- Special meetings. The president or three or more Board members may call a special meeting of the members. Special meetings shall be on two days written notice to all voting members, which shall describe generally the business to be transacted at the meeting.
- Place of meetings. All meetings of members shall be held within the state of Wisconsin.
- Procedure. Meetings shall be conducted pursuant to Robert's Rules of Order unless some other procedure is approved by a two-thirds vote of voting members present and voting.
- Adjournment. Meetings of members may be adjourned from time to time without further notice.
A. Eligibility. To qualify for election to the Board or to serve on the Board, the person must be a member of the Corporation in good standing, not be an employee, and not be associated with interests adverse to the Corporation.
B. Number. The management of the Corporation shall be vested in a Board consisting of no more than fifteen and no less than nine persons.
C. Powers of directors. Members of the Board of Directors (“Directors”) shall be granted the authority to manage the Corporation to the extent provided by Wisconsin law.
D. Term. The term of each Director shall be three years. No Director shall serve more than two consecutive terms.
E. Nominations. Between ten and ninety days before the annual or special meeting the president or the nominating committee chair shall solicit and receive names from other Directors, members, staff, or the public of possible nominees for Director positions. If the president’s term is slated to expire, and the president intends to stand for election, the vice-president, or other Director selected by the Board shall solicit and receive such nominees. The nominees shall be reported to the Board before the annual or special meeting.
F. Election. Election of Directors shall take place at the annual or special meeting of voting members. Each voting member may cast one vote for each Director position open for election at such meeting. The nominee(s) receiving the greatest number of votes shall be the new Directors.
G.Vacancies. In the event of a vacancy on the Board due to death resignation, or temporary leave of absence, the nominating committee may present to the Board for approval by consent of a majority of the remaining Board members constituting a quorum, a successor to fill the vacancy. If a Director is absent from any three meetings in any twelve-month period, that Director may be deemed to have resigned from the Board by a valid board vote.
H. Meetings of directors.
- Annual meeting. There shall be an annual organizational meeting of Directors held during the month of February. The Board may change the date of the annual organizational meeting and shall give at least 10 business days written notice of the annual meeting.
- Regular meetings. The Board shall determine its regular time and place of meetings, but shall in no event have less than six regular meetings each year.
- Special meetings. The president or at least three Directors may call a special meeting of the Board. Special meetings shall be with two business days prior written notice to the entire Board, which shall describe generally the business to be transacted at the meeting.
- Place of meetings. All meetings of the Board shall be held within the state of Wisconsin.
- Formal action by the Board; voting. The act of a majority of the Board members present in person or by telephone at a meeting at which a quorum is present shall constitute the act of the Board, unless otherwise required or limited by statute, the articles of incorporation or these bylaws. Proxy voting shall not be allowed.
- Procedure. Meetings of the Board shall be conducted pursuant to Robert's Rules of Order unless some other procedure is approved by a two-thirds vote of Directors present and voting.
I. Alternate voting procedures.
- After establishing quorum, and upon consent of the majority of Directors present in person or by telephone, meetings may be conducted electronically to the extent and under the conditions permitted by law.
- At the discretion of the Executive Director in urgent or emergency circumstances, action permitted or required to be taken by the Board may occur without a meeting of the Board upon two thirds written consent of the Board. The action must be evidenced by one or more written consents describing the action taken, signed and dated by the required Directors, and delivered to the secretary of the Corporation for inclusion in the minutes. Written consent may be obtained by e-mail, with a copy of the e-mail containing an original signature to be sent to the Board president.
- Compensation. Directors shall receive no compensation but shall be entitled to reimbursement of out-of-pocket expenses as approved by the Board.
- Indemnification. As provided in Section VIII of these bylaws, Directors shall be entitled to indemnification for actions as directors to the extent permitted by Wisconsin law.
J. Committees. The Board may establish any standing or special committees, as it deems appropriate, if such committees do not exercise the powers of the Board. Every Director should serve on at least one assigned committee.
- Executive Committee. There shall be an Executive Committee, which will act for the Corporation’s Board between regular and or special meetings. This committee will consist of the Officers of the Corporation. Minutes of the Executive Committee will be presented at the next regular Board meeting. Action of the Executive Committee shall be ratified at the next regular meeting of the Board.
- Nominating Committee. The Nominating Committee shall be an appointed committee and shall consist of no less than two members and the Executive Director or a representative appointed by him/her. The Nominating Committee shall identify, recruit and recommend persons who would enhance the Board’s composition.
- Finance Committee. The Finance Committee shall be an appointed committee and shall consist of no less than two members and the Executive Director. The Finance Committee is responsible for review of financial reports, investment performance, budget and audit review.
- Fundraising Committee. The Fundraising Committee shall be an appointed committee and shall consist of no less than two members and the Executive Director or a representative appointed by him/her. The Fundraising Committee shall plan, coordinate and implement strategic fundraising activities to assist in securing a balanced budget.
- Other Committee and Task Groups. The Board may create such committees, ad-hoc committees and task groups it may determine necessary, and may establish the may terminate a committee when its function has been performed. The President shall be an ex-officio member of every committee. The Executive Director or a representative appointed by him/her shall also be an ex-officio member of every committee.
- Committee Responsibilities. Each committee (except Nominating and Executive) and task group may appoint non Board members to help fulfill its functions. Each committee/task group shall keep a written record of its acts and proceedings and shall submit those records and recommendations to the board of directors for their action. Each committee/task group shall have the power to appoint subcommittees for carrying out the work under its direction, as it may deem necessary. Each committee/task group shall have the power to adopt such rules as may be necessary for the conduct of the work entrusted to it.
- Committee Makeup. The Board shall determine the size and makeup of people serving on committees.
- Quorum and Manner of Acting. The attendance of a majority of the members of a committee present in person or by telephone shall constitute a quorum for the transaction of business at any meeting of the committee. The act of the majority of the committee members present in person or by telephone at a meeting at which a quorum is present shall be the act of the committee. Committee members may attend a meeting of the committee in person or by electronic means which provides for real-time interaction between committee members, such as, but not limited to, video conferencing and conference calls.
A. In General. The officers of the Corporation shall consist of a president, vice president, secretary, and treasurer.
B. Election and terms. The Board shall elect the President, Vice-President, Secretary and Treasurer. The outgoing President shall be the Past-President. In the event the outgoing President is ineligible for regular board membership as a result of the two-term limitation outlined in Article 4-D, the outgoing President shall serve as an ex-officio member of the Board. The Past President does not need to be elected and will hold the office by virtue of his/her past incumbency. The election shall occur at the annual meeting or at any other meeting as need requires, from a slate of officers presented to the directors by the nominating committee. No one person can be nominated for more than one position. Each officer shall serve a term of one year, and until a successor is elected and takes office. The Board may remove an officer at any time by a two-thirds vote of the board.
C. Duties. The duties of each officer shall include, but not be limited to, duties prescribed by law and those additional duties set forth below. The president may assign additional duties to any officer, as the president deems appropriate.
- President. The president shall preside at all meetings of the Board and members.
- Vice President. The vice president shall exercise the duties of the president in the absence or incapacity of the president. If the president should die, resign, or be removed from office, the vice president shall succeed to the office of the president.
- Past President. The past-president shall exercise the duties of the vice-president in the absence or incapacity of the president, with the exception that the past-president shall not succeed the president. The past-president shall temporarily serve in the President or Vice President’s stead if either of them is unable to perform their duties until either position is filled.
- Secretary. The secretary shall maintain all records of the corporation and shall prepare minutes of all meetings of the Board and members.
- Treasurer. The treasurer, in conjunction with the Executive Director and Finance Committee, shall approve the accounting firm who prepares the financial statements and other reports for the Corporation. The treasurer shall report to the president and members on the financial status of the Corporation. The treasurer shall review the monthly financial statements, the annual financial report and all financial reports required by the Internal Revenue Service and Wisconsin State Department of Revenue.
D. One person may hold not more than one of the above offices, except that (1) the offices of president and vice president, and (2) the offices of president and secretary may not be combined. [NOTE: Mandated by Wisconsin law].
E. All officers of the Corporation shall serve without compensation except that they may be reimbursed for actual out-of-pocket expenses incurred in performance of the duties of their office.
A. Fiscal Year. The fiscal year of the Corporation shall end on December 31.
B. Unbudgeted Expenses. Any unbudgeted special expenses over $5,000 shall be approved by the Board and the Executive Committee of the Board shall approve any unbudgeted special expense over $2,500.
C. Fundraising and Development. All fundraising activities of this Corporation shall be clearly publicized as being for the Coulee Region Humane Society, Inc. No contribution shall be accepted if by so accepting, any real or potential limitations will be placed on the ability of the Board to direct the activities, policies and administration of this Corporation as it deems necessary and proper.
D. Authority to Execute Documents. In addition to any other powers provided herein or by law, the Board may authorize one or more officers or employees of the Corporation to execute and deliver instruments, open bank accounts, execute checks and drafts in the name of the Corporation, make or obtain loans, and sell, assign, or pledge securities.
E. Notice. Whenever these bylaws require written notice to members, the president or the president’s designee, shall mail such notice to each member of the Corporation by regular first class mail to the member's address as shown on the records of the Corporation. Whenever these bylaws require written notice to Directors, the president or the president’s designee, shall mail such notice to each Director by certified mail, return receipt requested, to the Director's address as shown on the records of the Corporation. Each member and Director shall be responsible for advising the Corporation of his, her, or its current mailing address. In all cases, notice shall be deemed given on the date of mailing.
F. Quorum. A simple majority of the filled seats of the Board present in person or by telephone shall constitute a quorum of any regular or special meeting of the Board. Once a Director is present, in person or by telephone, at a meeting, other than for the purpose of objecting to the meeting, that Director shall be considered present for purposes of determining whether a quorum exists for the remainder of the meeting.
G. Conflict of Interest. No Director, officer or employee of the Corporation shall have or acquire any interest, direct or indirect, in any project which the Corporation is operating or promoting, or in any contract relating to any such project of the Corporation without making written disclosure to the Corporation of the nature and extent of his or her interest. No Director who has had such interest shall vote on any matter relating to it. Further, no Director, officer or employee of the Corporation shall violate the conflict of interest regulations as established by funding sources or as established by or contrary to Wisconsin Statues 181.225 or its successors thereto.
VII. FRANKE ANIMAL RESCUE AND EMERGENCY CARE ENDOWMENT FUND.
The Board hereby creates the Franke Animal Rescue and Emergency Care Endowment Fund (the "Fund"), for the purpose of receiving and holding property transferred to the Corporation in perpetuity, for the purposes herein contained. The Fund shall consist of the property hereinafter described and all investments and reinvestments thereof, together with all earnings and accretions, to be held, administered, and disposed of upon the terms and conditions set forth in this Section VII.
A. The Corporation shall hold, administer, and dispose of all property (real, personal or mixed) transferred to it by way of gift, bequest, or devise, from any person, firm, trust, or corporation, whether as the result of solicitation by the Corporation, or otherwise, which has been received and accepted as permanently restricted for the purposes for which the Fund has been created, either as so conditioned, or as limited in such manner as to restrain the disposition of its principal, by the donor of such property.
B. The Corporation may solicit, receive, and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise from any person, firm, trust, or corporation, as an addition to, to be held, administered, and disposed of in the Fund in accordance with and pursuant to the provisions (if any) of such gift, bequest or devise: but no gift, bequest, or devise of any such property shall be received and accepted by the Fund if it is conditioned or limited in such manner as to require or permit the disposition of its principal, whether by the passage of time or the action of the Corporation.
C. The Fund shall be held by the Corporation for the exclusive purpose of defraying the costs and expenses to the Corporation directly associated with the provision of emergency care to dogs and cats brought to the shelter as "strays" or received by the Corporation other than in the circumstance of a voluntary surrender of an otherwise healthy animal.
D. The Fund shall be held and administered in accordance with the provisions of Wis. Stat. §112.10, otherwise known as the Wisconsin Uniform Management of Institutional Funds Act (the "Act").
E. The Board shall have full authority and control over all property in the Fund, and the income there from. However, the Board may employ a bank or trust company as custodian of any or all of the property of the Fund, and delegate to it such powers as the Board deems appropriate. The Board may also hire for a reasonable period, with right of prompt termination on agreed terms, and pay reasonable compensation to an individual, firm, or corporation to buy, sell and otherwise deal with the property of the Fund, subject to the general supervision of the Board, in accordance with the guidelines established by the Board with respect to (i) the objectives of investment, (ii) the type and size of commitments to any one situation, (iii) the appropriateness of investments for the Fund's portfolio, (iv) in such other respects as the Board may deem appropriate, from time to time. Any such investment manager shall be required to make prompt reports to the Board with respect to investment decisions and the performance of the property under his/her/its management at such intervals as the Board may direct. The Board may also employ clerics, accountants, investment counsel, agents, attorneys, and any special services necessary to assist in the administration of the Fund, and to pay the reasonable compensation and expenses of all such services.
F. The Board, not less often than quarterly during the year, shall issue reports to Robert B. and/or Eleanor B. Franke or their designee, during their lifetimes, describing the amounts and uses of the Fund income during the preceding quarter. Such reports shall be made within thirty (30) days of the end of the calendar quarter for which the report is made. Additionally, the Corporation shall offer to provide such reports to any other donor(s) to the Fund, and if such donor(s) shall indicate their desire to receive the same, the Corporation shall be obligated to provide them such reports.
G. The Fund shall be separately accounted for, but the property of the Fund may be commingled with other property of the Corporation for investment purposes only.
H. The principal of the Fund cannot be invaded and shall not be distributed, except as permitted under the Act. The net income of the Fund, determined on the cash basis of accounting, shall he paid to or distributed for the express and exclusive purposes set forth in Paragraph C above, hereof subject to the following:
- The property of the Fund shall be held and administered by the Board to permit the ascertainment of principal and income and the apportionment of receipts and expenses in accordance with the provisions of Wis. Stat. §701.20, as hereafter amended from time to time, in the manner prescribed therein for trusts. Any income so determined may be accumulated by the Board to be held for future distribution or be added to principal, subject to the retransfer to income of the dollar amount originally transferred to principal.
- The income from property received and accepted by the Corporation for the Fund by way of gift, bequest, or otherwise from any person, firm, trust, or corporation, which is expressly conditioned or limited for use for a designated purpose consistent with the Fund, shall be distributed by the Board only for such use and to the extent designated by such donor. In such cases, the Board shall render a separate accounting for such property; but for purposes of investment, such property may be combined with the other property of the Fund.
I. The Board may not pledge or assign, as security or otherwise, any property of the Fund; and no principal of the Fund shall be alienated, disposed of, or encumbered otherwise than by an authorized act of the Board, or by operation of law.
J. The Fund shall be held as a permanently restricted endowment fund; provided, however, that if and to the extent that applicable Wisconsin law prohibits perpetual duration, the Fund shall not extend beyond the maximum period allowed by such law. On termination of the Fund, the Board shall distribute the then balance of the principal of the Fund for the use of the Corporation, for such of its charitable purposes as may be consistent with the terms and conditions for distribution hereunder, and subject to such terms and conditions as the Board shall then select and determine.
K. The Fund shall be a component part of the Corporation and not a separate fund and it shall be administered and disposed of in such manner as not to affect the status of the Corporation as an corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and as an corporation which is not a private foundation within the meaning of Section 509(a) of the Internal Revenue Code of 1986, as amended. The foregoing references to applicable provisions of the Internal Revenue Code of 1986, as amended, shall include the corresponding provision(s) of any future United States Internal Revenue Law.
L. The administration and disposition of the Fund shall be conducted by the Board in a manner consistent with the foregoing intention and so as to conform to the requirements of the foregoing provisions of the federal tax laws and any regulations issued pursuant thereto. The Board may, by appropriate resolution, take such further action, at any time and from time to time, which may be necessary to conform to the provisions of any applicable law or government regulation in order to carry out this intention.
A. Indemnification of the Directors and Others.
- Definitions. For purposes of Article VIII of these Bylaws, the following terms shall have the following meanings:
a. “Indemnified Officeholder” means any of the following:
(1) a natural person who is or was director or officer of the Corporation;
(2) a natural person who, while a director or officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, or member of any governing board or decision-making committee of another corporation or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise; or
b. “Expenses” means fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with any Proceeding, as hereafter defined.
c. “Liability” means the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit assessed with respect to any employee benefit plan and reasonable expenses related thereto.
d. “Party” means a natural person who was or is, or who is threatened to be made, a named defendant to respondent in a Proceeding.
e. “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the Corporation or by any other person.
2. Indemnification by Corporation. In addition to indemnification to be provided pursuant to Section 4 below, the Corporation shall indemnify an Indemnified Officeholder against Liability incurred by such person in a Proceeding to which such person is or was a party by reason of the fact that such person was an Indemnified Officeholder, unless Liability was incurred because such person breached or failed to perform a duty owed to the Corporation and the breach or failure to perform constitutes any of the following:
a. a willful failure to deal fairly with the Corporation or its members in connection with a matter in which the person has or had a material conflict of interest;
b. a violation of criminal law, unless such person had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that such conduct was unlawful;
c. a transaction from which the person derived an improper benefit; or
d. willful misconduct.
3. No Presumption. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that indemnification a person is not required under this section.
4. Successful Defense. To the extent that a person who was a Party to a Proceeding by reason of the fact that such person was an Indemnified Officeholder has been successful on the merits or otherwise in the defense of such Proceeding or in the defense of any claim, issue, or matter therein, such person shall be indemnified against all reasonable Expenses incurred in connection therewith.
5. Authorization of Indemnification. Any indemnification of a person under this section, unless ordered by a court, shall be made by the Corporation only after written request for indemnification has been made by such person to the Corporation and a determination has been made that indemnification of the person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 2 above and is otherwise eligible to be indemnified under this section. Such determination shall be made by any of the following means, as selected in each particular case by the Board:
a. by majority vote of a quorum of that portion of the Board consisting of directors not at the time Parties to the same or related Proceedings, or if such a quorum is not obtainable, by majority vote of a committee duly appointed by the Board (by majority vote, including trustees who are Parties to the same or related Proceedings, but not including the person seeking indemnification) and consisting solely of two (2) or more directors not at the time Parties to the same or related Proceedings.
b. by independent legal counsel selected by a quorum of the Board or its committee in the manner set forth in subsection “a” immediately above or, if such quorum is unobtainable and such committee is not appointed, by a majority vote of the full Board, including directors who are Parties to the same or related Proceedings, but not including the person to be indemnified.
c. by a panel of three (3) arbitrators including one (1) arbitrator selected by those directors entitled under subsection “b” immediately above to select independent legal counsel, one (1) arbitrator selected by the person seeking indemnification and one (1) arbitrator selected by the two (2) other arbitrators.
6. Advances for Expenses. Upon the written request by an Indemnified Officeholder who is a Party to a Proceeding, the Corporation may pay or reimburse such person’s reasonable Expenses as incurred in connection with such Proceeding, if such person provides the Corporation with all of the following:
a. a written affirmation of such person’s good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation in connection with the Proceeding for which indemnification is sought;
b. a written, signed undertaking to repay the amount advanced by the Corporation and, if required by the Corporation, to pay reasonable interest on such amount, to the extent it is ultimately determined (pursuant to Section 5 above) that such person is not entitled to be indemnified by the Corporation under this section, unless indemnification is ordered by a court of competent jurisdiction. Such undertaking shall be an unlimited general obligation of the person seeking indemnification and may be accepted without reference to such person’s ability to pay the allowance. Such undertaking may be secured or unsecured, as required by the Board.
7. Non-Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to indemnification or advancement of expenses to which a person may be entitled under the Corporation’s Articles of Incorporation, other provisions of these Bylaws, a written agreement between such person and the Corporation, a resolution approved by a majority of the Corporation’s disinterested directors, or otherwise; provided, however, that regardless of the existence of any such additional right, the Corporation shall not indemnify any person, or permit any person to retain any advancement of Expenses unless it is determined by or on behalf of the Corporation that such person did not breach or fail to perform a duty owed by that person to the Corporation constituting conduct described in the Corporation constituting conduct described in Section 2 above. A director, governor or officer who is a Party to the same or related Proceeding for which indemnification or an advance of Expenses is sought shall not participate in any determination under this Section 7.
8. Indemnification Not Required. The foregoing rights to indemnification shall not apply:
a. to the extent limited by the Corporation’s Articles of Incorporation; and
b. to the extent that the person claiming indemnification has previously received indemnification or allowance of expenses from any person, including the Corporation, in connection with the same Proceeding.
9. Survival of Rights. The foregoing rights to indemnification of any person by the Corporation shall survive the death of such person and shall inure to the benefit of such person’s estate or personal representative.
10. Indemnification of Other Persons.
a. By contract, general or specific action of the Board, or otherwise, the Corporation may indemnify and advance the reasonable expenses of any employee, agent or volunteer of the Corporation who is not an Indemnified Office holder to a lesser or greater extent that is provided for in this section with respect to Indemnified Officeholders.
b. The Corporation may pay or reimburse expenses incurred by a director, governor, office, agent, employee or volunteer of the Corporation.
11. Insurance. The Corporation may, upon resolution of its Board duly adopted, purchase and maintain insurance on behalf of any person who is an Indemnified Office holder, employee or agent of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, regardless of whether the Corporation would have the power to indemnify or advance Expenses to such person against such Liability under this section of these Bylaws or Wisconsin law.
These Bylaws may be amended by a majority vote of the voting members of the corporation present and voting at a meeting duly called for such purpose. Written notice of the meeting, including the text of the proposed bylaw amendment, must be given to each voting member at least 10 days before the date of the meeting.
In the event of dissolution, a trust shall be created (if not previously in existence) which shall be administered by Trust Point, Inc., FKA North Central Trust Company, La Crosse, Wisconsin, or any other trustee(s) designated by the Board, whose purpose shall be to hold all assets in trust for the benefit of a fund, foundation, or corporation organized and operated exclusively to provide humane activities for at least all of the territory within La Crosse County, Wisconsin, and which corporation shall be exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
Adopted March 19, 2003-04-14
Amended January 24, 2008
Amended May 21, 2009
Amended Dec 17, 2009