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Section 1: The name of the organization shall be the Pet Food Products Safety Alliance. Section 2: The Pet Food Products Safety Alliance was formed to create public awareness of pet food safety issues; to support and conduct nonpartisan research, educational and informational activities to increase public awareness of pet food safety issues; to provide research and information to legislative bodies in order to promote legislative reform on pet food safety regulations and related issues; and to fund laboratory testing of pet food products. Section 1: Application for voting membership shall be open to any person or organization that supports the purpose statement in Article 1, Section 2, and continuing membership is contingent upon being up-to-date on membership dues and continued alignment with the stated purpose. Members become eligible to vote after one year of membership in good standing. Section 2: Membership shall be granted upon payment and acknowledgement of membership dues. The Board of Directors shall have the right to deny, or terminate, the membership of any person or organization upon refund of pro-rated membership dues. Section 3: Each voting member of the Pet Food Products Safety Alliance shall vote by proxy on issues before the Board at the annual meeting. Section 4: The Board shall have the authority to establish and define nonvoting categories of membership. Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time, date and place; said date not to exceed 120 days after the end of the fiscal year. Section 2: Special Meetings. Special meetings may be called by the Chairperson or a simple majority of the Board of Directors. A petition signed by twenty five percent of the voting members may call a special meeting by appointing a representative of the petitioners to bring the subject matter of the petition before the Board. Section 3: Notice. Notice of each meeting shall be given to each voting member, by electronic mail, not less than ten days before the meeting. It is the responsibility of members to keep contact information up to date. Section 1: Board Role, Size, Composition. The Board is responsible for overall policy and direction of the Alliance, and delegates responsibility for day-to-day operations to the Council's Executive Director and committees. The Board shall have up to twelve, and no fewer than three, members. The board receives no compensation other than reasonable expenses. Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Section 3: Board Elections. Up to twelve Board members shall be elected by the voting members and organizations. Section 4: Board Development Committee. A Board Development Committee shall be appointed by the Board to represent diverse aspects of the community of pet owners. The Board Development Committee shall have three board members, with the Executive Director as an ex-officio committee member. Committee members shall serve one year terms. The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development. Section 5: Election Procedures. The Board Development Committee shall be responsible for nominating a slate of member representatives equal to one and a half times the number of elected member representatives to be chosen each year, seeking to preserve the diversity and balance necessary to enable the Pet Food Products Safety Alliance to provide policy guidance on the broad spectrum of pet food safety issues. Nominees selected by the Board Development Committee must be members of the Pet Food Products Safety Alliance. Any member may be considered for nomination by obtaining the signature of five percent of the Pet Food Products Safety Alliance membership who move for his or her nomination. Unless for good cause shown, the Board Development Committee will accept the nomination. The election will be held by mail or other means in accordance with the election procedures established by the Board of Directors. Each member eligible to vote shall submit one ballot, and shall have one vote on each matter or position under consideration. Section 6: At-Large Board Members. The Board members elected at the annual meeting may recruit and elect up to seven additional people from the community to serve as at-large members of the Board. At-large members should represent diverse interests of the community. At-large board members will serve two year terms, and act as nonvoting members of the Board of Directors. Section 7: Terms. All Board members shall serve two-year terms, but are eligible for re-election. However, no board member shall serve more than four two-year terms. The first Board will include members with one and two-year terms to begin staggered terms. Section 8: Quorum. A quorum must be attended by at least one third of the Board members before business can be transacted or motions made or passed. Section 9: Notice. An official Board meeting requires that each Board member have written notice ten days in advance. Section 10: Officers and Duties. There shall be three officers of the Board consisting of a Chairperson, Secretary, and Treasurer. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: First, Secretary or Treasurer, then other Board members based on seniority. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer shall make a report at each Board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. Section 11: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members, and members, by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Section 12: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. Section 13: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member 10 days in advance. Section 14. The Board may set dues schedules for memberships. Section 1: The Board may create committees as needed. The Finance Committee shall consist of the Chairperson, Secretary and Treasurer and is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the Alliance are public information and shall be made available to the membership, Board members and the public. Section 4: Personnel Committee and Hiring Policy. The Board as a whole is responsible hiring and supervising other staff, but may designate a personnel manager or committee for that purpose as needed. Section 1: Executive Director. The Executive Director is hired or appointed by the Board and may be a Board member. The Executive Director has day-to-day responsibility for the Alliance, including carrying out the Alliance's goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of the Alliance, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors, or a two-thirds majority of the membership. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. |