The Humane Society of Elkhart County, Incorporated

Bylaws
Board of Directors2019 Annual Report

Proposed changes to Bylaws
Reviewed and proposed by the Board of Directors 9-12-2020

1. Removes the category of “honorary member” and allows for the board to establish different
categories of members.

ARTICLE III – MEMBERSHIP AND DUES

Section 3.1. Eligibility. Membership in the Corporation shall be open to all persons who have
an interest in the purposes of the Corporation. The Board of Directors may establish different
classes of membership and the benefits and privileges of each class.

2. Allows for more flexibility of the annual meeting date and time. The old language required the
annual meeting to be held at a specific time on a specific date.

ARTICLE IV – MEETINGS OF MEMBERS

Section 4.1. Annual Meeting. The annual meeting of the members shall be held in the month
of May at a date and time chosen by the Board of Directors, for the purpose of updating the
members on the status of the Corporation and for the transaction of such other business as
may come before the meeting.

3. Allows for the board of directors to nominate and approve members from a simple majority
vote. This creates flexibility in establishing new members during times of crisis or in adding
individuals with needed knowledge and skills based on recommendations from the board
development committee.

ARTICLE V – BOARD OF DIRECTORS

Section 5.2. Number and Tenure. The number of Directors shall be not less than four (4) nor
more than fifteen (15). The Directors shall be elected annually at the annual meeting of the
Board of Directors. If the election of Directors shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently possible. Terms of office shall begin
immediately following the annual meeting at which any Directors shall be elected. Each
Director shall hold office for a term of three (3) years, or until their successor is elected and
assumes office. Each Director shall be eligible for re-election; provided, however, no Director
shall serve more than two (2) consecutive terms as a Director. The term of office of one third
(1/3) of the Board shall expire at each annual meeting of the members.

4. The proposed changes to officers of the corporation allows for the most recent past
president to serve as an experienced counsel for the incoming board president as well as
allows for the position of “at large” officer to give the executive committee the ability to be
flexible in adding knowledge and skills or to develop leadership abilities to prepare for a
leadership role with the board in the future. This proposal also combines the officer positions of
secretary and treasurer.

ARTICLE VI – OFFICERS

Section 6.1. Officers. The Board of Directors shall elect or appoint the officers of the
Corporation. The officers of the Corporation shall be a President, a vice‑President, a
Secretary/Treasurer, an At Large Executive Board Member and such other officers as may be
deemed desirable by the Board of Directors. Upon expiration of the President’s term, he/she
shall serve as Recent Past President. No individual may hold more than one (1) office at a
time. Officers shall be members of the Corporation.

Section 6.5. Recent Past President. The Recent Past President shall hold office for one (1)
year. He/she shall serve as a Director and member of the Executive Committee and assist in
the transition to the newly elected President. If the Recent Past President’s term as a Director
is expiring or will expire during his/her term as Recent Past President, his/her term as a
Director shall automatically extend to coincide with his/her term as Recent Past President. If
he/she declines to accept the position of Recent Past President, the position shall remain
vacant until the next Recent Past President accepts the position.

Section 6.7. Secretary/Treasurer. The Secretary/Treasurer shall hold office for two (2) years
and shall have the responsibility for ensuring that notices required by these bylaws are issued
and shall ensure that minutes of all meetings of the Board of Directors and membership be
adequately kept. He/she shall have responsibility for all corporate books, records and papers,
any and all written contracts of the Corporation and shall be custodian of the corporate
seal. Additionally, he/she shall have oversight of all moneys and securities of the Corporation
and shall give bond in such sums and with such surety as the Directors may require. He/she
shall perform all such other duties as are incident to this office.

Section 6.8. At Large Executive Board Member. The At Large Executive Board Member shall
hold office for one (1) year. He/she shall be nominated to the position by the Executive
Committee and approved by the majority of the Board of Directors. He/she shall serve as
member of the Executive Committee.

5. Allows the board to amend bylaws as necessary.

ARTICLE XII – AMENDMENT TO BYLAWS

Section 12.1. Amendments. These bylaws may be amended by the affirmative two-thirds (2/3)
vote of the Directors at a meeting, provided that the proposed amendments shall have been
sent to all Directors with the call for the meeting at least ten (10) days in advance of such
meeting.