Mildcats at
Arizona State University
Bylaws
ARTICLE I. NAME
The name of this
organization is Mildcats at Arizona State University. The name is not
intended to imply affiliation with the University of Arizona Wildcats or any
other organization.
ARTICLE II. BACKGROUND
Mildcats at Arizona
State University was founded under the name of Wild Cats at Arizona State
University in January of 2002. The name of the organization was changed to
Mildcats at Arizona State University on August 8 2002 by means of a popular
vote. A bank account under the name of Wild Cats at Arizona State University
was established in May of 2002. Mildcats at ASU was registered as a
nonprofit organization
in Arizona in October of 2003. Federal
501(c) (3) status received March 1, 2005.
April 2007 classified also as a 509 (a) (2), a public charity.
ARTICLE III. MISSION
Founded on the
conviction that all living beings warrant dignity and respect, Mildcats at
Arizona State University is dedicated to ensuring the long-term welfare of
the homeless cat population at Arizona State University.
ARTICLE IV. OBJECTIVES
Mildcats at Arizona State University endeavors to:
Section 1.
Provide a humane means
of controlling the homeless cat population at Arizona State University
through the Trap, Neuter, and Return process.
Section 2.
Find permanent, loving
homes for those homeless cats deemed adoptable.
Section 3.
Protect the
health of Arizona State University’s human population by providing rabies
inoculations for and monitoring the health of those cats that are trapped
and returned to campus.
Section 4.
Educate the university
populace about the responsibilities of pet ownership.
Section 5.
Counsel and provide
resources to individuals who have lost an animal, found an animal, or are
considering re-homing their pet. Counseling services and resources are not
restricted to the needs of felines, but, rather, shall be provided for any
animal in jeopardy of losing its home.
ARTICLE V. MEMBERSHIP
Section 1. Qualification
of Members
Qualifications and
rights of individual membership in Mildcats at Arizona State University are
open to any person whose membership is not precluded under applicable law
and who wishes to promote the mission and objectives of the organization.
Section 2. Good Standing
A member in good
standing with Mildcats at Arizona State University is entitled to vote and
to serve on the Board of Directors of Mildcats at Arizona State
University.
Section 3. Termination
of Membership
Membership may be
terminated if the Executive Committee believes the member has acted in a
manner contrary to the interests of Mildcats at Arizona State University.
Section 4. Protecting
the Good Name of the Organization
The name of Mildcats at
Arizona State University or any of its derivations (including “Mildcats”,
“Mildcats at ASU”, etc.) shall not be used for the endorsement or sale of
products and/or services without written approval of the Executive
Committee. Violations shall be reported to the Executive Committee.
ARTICLE VI. DUES
Membership due is $10
annually, due in January.
ARTICLE VII.
AFFILIATIONS WITH OTHER ORGANIZATIONS
Mildcats at Arizona
State University allows alliances with other organizations, so long as the
organization supports and does not in any manner contradict the Mission and
Objectives of Mildcats at Arizona State University. The Executive Committee
shall determine the appropriateness of forming an alliance with an
organization.
ARTICLE VIII. GENERAL
MEETINGS
Section 1.
Composition.
“The Membership” refers
to all members in good standing with Mildcats at Arizona State University.
Section 2.
Function.
The Membership is the
legislative body of Mildcats at Arizona State University. It has full power
and authority over the affairs of Mildcats at Arizona State University
within the limits set by these Bylaws. It has authority to review decisions
made by the Executive Committee and to accept or reject them.
Section 3. General
Meetings.
General meetings shall
be held on a regular basis, at intervals deemed appropriate by the Executive
Committee.
Section 4. General
Notice.
Notice of meetings shall
be communicated to the Membership electronically or by telephone (if
necessary) at least two days prior to the meeting.
Section 5. Quorum.
Those members in good
standing present at the beginning of a general meeting shall constitute a
quorum for all business of the organization.
Section
6. Parliamentary Procedure.
Robert's Rules of Order
shall govern all parliamentary procedure. The First Vice President of the
organization shall preside over parliamentary procedure.
Section 7.
Amendments to Bylaws.
The quorum of the
Membership has the power to amend these Bylaws by a two-thirds majority
vote.
Section 8. Voting.
Voting may be by voice,
show of hands, or ballot at a meeting or may be conducted in absentia by
mail or electronic ballot. Unless amending the Bylaws, a simple majority
vote is all that is required.
Section 9. Business
between General Meetings.
The President is
authorized to consult the Executive Committee concerning decisions that must
be made between general meetings. All decisions requiring a vote must be
presented to the Membership.
ARTICLE IX. BOARD OF
DIRECTORS
Section 1.
Executive Committee.
The elected officers
shall constitute the Executive Committee of the Board of Directors of the
Mildcats at Arizona State University. The elected officers shall be the
President, the First Vice President, the Second Vice President and the
Treasurer. These shall constitute the voting members of the Board. The
Secretary is appointed by the elected members of the Executive Committee and
does not have voting privileges.
Section 2. Advisory
Committee.
The
Advisory Committee of the Board of Directors shall be appointed by the
Executive Committee of the Board of Directors. It shall be comprised of one
to five individuals with expertise relevant to the Mission of the
organization. The Advisory Committee is responsible for counseling the
Executive Committee on technical and ethical matters related to the Mission
of Mildcats at Arizona State University. At least one member of the
Advisory Committee shall be an employee of Arizona State University.
Section 3. Terms of
Office for the Board of Directors.
The Executive Committee
of the Board of Directors will serve a one-year appointment. Term limits
will not be enforced, unless the Membership votes to amend the Bylaws. The
terms of the Advisory Board members of the Board of Directors will be
determined by the Executive Committee.
Section 4.
Duties and Powers.
The Board of Directors
shall constitute the Mildcats at Arizona State University’s governing body,
shall manage Mildcats at Arizona State University, and shall plan for and
have responsibility for all Mildcats at Arizona State University operations,
finances, policies, and membership affairs, both current and long-range.
The Board of Directors may adopt such rules and regulations for the conduct
of its business as shall be deemed advisable.
The Board of Directors
is subject to any provision and limitations delineated in the State of
Arizona’s nonprofit statutes and any other applicable laws. The Board of
Directors is also subject to any limitations of the Mildcats at Arizona
State University’s Articles of Incorporation.
Section 5. Board of
Directors Meetings.
A vote by the Executive
Committee shall determine the date, time and place of regular meetings of
the Board of Directors. The Board of Directors will meet as necessary and
at such times and places as the Executive Committee deems appropriate.
Section 6. Action between Meetings.
The Executive Committee
may act on matters on behalf of the Board of Directors between meetings of
the Board. The President, in consultation with the Executive Committee, and
upon gaining a majority agreement from the Executive Committee, may act upon
matters on behalf of Mildcats at Arizona State University between meetings.
All such actions shall be recorded by the Recording Secretary and included
in the minutes of the next meeting.
Section 7. Quorum.
A quorum consists of the
four voting members of the Executive Committee.
Section 8.
Vacancies.
President. If the
office of the President is vacated, the First Vice President shall assume
the position of President and shall serve for the duration of that term.
First Vice President.
If the office of the First Vice President is vacated, the Second Vice
President shall assume the position of First Vice President and shall serve
for the duration of that term.
Second Vice President. If the office of Second Vice President is vacated,
the Executive Committee shall appoint an individual to the office until the
next General Meeting, at which time a special election will be held to
select a new Second Vice President who will serve the duration of the term.
Treasurer. If the office
of Treasurer is vacated, the Executive Committee shall appoint an individual
to the office until the next General Meeting, at which time a special
election will be held to select a new Treasurer who will serve the duration
of the term.
Secretary. If the office
of Secretary is vacated, the Executive Committee shall appoint a new
individual to the office.
Appointed Members. If
there is a vacancy in the office of any appointed member, the President, at
the approval of the Executive Committee, may appoint a person to fill said
vacancy for the balance of the unexpired term.
Section 9.
Removal of Board Members.
The Executive Committee
has full authority to remove an elected or appointed Board member for just
cause. Removal shall be by a two-thirds (2/3) vote of the Executive
Committee, at a duly held meeting of the Executive Committee at which a
quorum is present, provided that a notice of the proposed removal and the
basis of such removal shall have been sent in writing to all of the
Executive Committee members 2 weeks before final action is taken on such
removal. The notice shall include the date, time, and place of the meeting at
which said action shall be considered. The Officer in question shall have
the opportunity to present any relevant information, in writing, in person,
or through a representative, to the Executive Committee before final action
is taken.
ARTICLE X. DUTIES
OF THE BOARD OF DIRECTORS
Section 1.
President.
The President shall act
as the executive officer for Mildcats at Arizona State University. The
President shall arrange for meeting sites, set the agenda and preside at all
meetings of the Executive Committee and/or the Board of Directors. The
President shall motivate, educate and interact with all Board members. The
President shall countersign all contracts and other instruments of Mildcats
at Arizona State University, exercise general leadership and supervision
over the affairs of Mildcats at Arizona State University in implementing its
purposes, and execute such additional duties as defined by the Executive
Committee of the organization.
The President shall,
with the approval of the Executive Committee, appoint members to the
Advisory Board positions, committee chairs, and ad hoc committees as the
Executive Committee deems necessary. In the President's absence, the
President's duties shall be assumed by the First Vice President who may be
succeeded by the Second Vice President.
Section 2. First
Vice President.
The First Vice President shall serve as
parliamentarian for all meetings and shall preside at all meetings in the
absence of the President and shall assist and confer with the President in a
leadership capacity within the organization. The First Vice President will
also represent the President if the President is unable to attend a function
or meeting.
Section 3. Second Vice President.
The Second Vice
President shall preside at all meetings in the absence of the President and
the First Vice President. The Second Vice President oversees the
organizational details of Mildcats at Arizona State University and works in
coordination with the Treasurer and Secretary to provide reports to them and
from them to the Executive Committee when these members are not in
attendance at Board meetings.
Section 4.
Secretary.
The Secretary is a
non-voting member of the Executive Committee. The Secretary is responsible
for taking, amending, and disseminating minutes at all meetings of the
Executive Committee, Board of Directors and full Membership meetings;
disseminating the minutes to all Board members; submitting the minutes for
publication in the password-protected section of the Mildcats at Arizona
State University web site; amending minutes and archiving the minutes as
hardcopies; archiving as hard copies and, when possible, in electronic
files, any forms, protocols or position papers and pertinent list serve
discussions developed by the organization.
In the absence of the
Secretary from any meeting of Mildcats at Arizona State University, the
President will appoint a member to keep minutes of that meeting.
Section 5.
Appointed Members of the Board of Directors.
The duties of the
appointed members of the Board of Directors include the general
responsibilities, described elsewhere in these Bylaws.
ARTICLE XI.
ELECTIONS AND TERMS OF OFFICE
Section 1.
Election.
Election of the
President, the First Vice President, the Second Vice President, and the
Treasurer shall be voted on by the entire Membership.
Section
2. Qualifications.
To be an elected
officer, the individual must have been a member of Mildcats at Arizona State
University for at least six months prior to running for office.
Section 3. Length of
Term.
The President, First Vice President, Second
Vice President, and Treasurer shall serve for one year in each capacity.
Section 4.
Commencement of Term.
Upon election, each
officer shall assume the duties of the office at the next scheduled Board
meeting and will continue to serve for the duration of the term.
ARTICLE XII. MODE
OF ELECTIONS
The Nominations
Committee, consisting of the President, the First Vice President, and the
Second Vice President will prepare a slate of nominees for each vacant
office. The committee will identify at least one candidate for each office.
Members shall be informed of the process of the call for nominations as well
as the slate of nominees in a timely manner.
ARTICLE XIII.
DISSOLUTION
If for any reason there
should be a need to dissolve Mildcats at Arizona State University, its funds
shall be used only to accomplish the objectives and purposes specified in
these Bylaws. No part of said funds, after payment of any and all debts of
Mildcats at Arizona State University, shall be distributed to the members of
Mildcats of Arizona State University. On dissolution of Mildcats at Arizona
State University, any funds remaining after payment of debts shall be
distributed to one or more qualified charitable, philanthropic organizations
that have a Mission(s) that parallel the Mission of Mildcats at Arizona
State University, as determined by the Executive Committee.
The Executive Committee
will establish additional general procedures for the operation and
management of Mildcats at Arizona State University. These are referred to
as the
Standing Rules.