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By-Laws

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BENGAL RESCUE NETWORK, CORPORATION
By-Laws

Adopted: September 24, 2007
Revised: June 20, 2008

ARTICLE I - NAME AND OBJECTIVES
ARTICLE II - EXECUTIVE BOARD, OFFICERS AND NON-VOTING POSITIONS
ARTICLE III - MEETINGS
ARTICLE IV - COMMITTEES
ARTICLE V - AMENDMENTS
ARTICLE VI - INDEMNIFICATION OF OFFICERS, AGENTS, AND MEMBERS
ARTICLE VII - DISSOLUTION
ARTICLE VIII - ORDER OF BUSINESS

ARTICLE I - NAME AND OBJECTIVES
SECTION 1. Name
The name of the corporation shall be the Bengal Rescue Network, Corporation, hereinafter called "the Corporation".

SECTION 2. Objectives
Its objectives shall be:

(A)  Provide emergency shelter / foster care for Bengal and Bengal-mix cats;
(B)   Provide medical services for said cats, based on criticality of the cat's condition;
(C)   Provide rescue services for said cats in “high kill” or “significant risk” environments;
(D)   Provide coordination of, and/or assistance with, transport and relocation services for said cats; and,
(E)   Provide assistance, as space and/or time is available, to other felines and/or rescue/care groups as part of a cooperative effort between feline-oriented organizations.

SECTION 3. Not For Profit
The Corporation is formed and shall be operated exclusively for educational, charitable, and other nonprofit purposes. No part of any net earnings shall inure to the benefit of any member, trustee, or officer of the Corporation except as provided by law.

SECTION 4. By-Laws
The officers of the Corporation shall adopt, and may revise, such By-Laws as may be required to carry out these objectives.

ARTICLE II - EXECUTIVE BOARD, OFFICERS AND NON-VOTING POSITIONS
SECTION 1. Executive Board
The Executive Board shall function as the governing body of the Corporation. As such, the Executive Board shall prescribe policy for the general management of the Corporation. A quorum shall be a majority of the number of Executive Board members fixed by these By-Laws. Executive Board members are encouraged to speak freely and openly in Executive Committee, but as a member of the Committee they shall support the findings, rules, and decisions of the Executive Board as a whole even if the decision of the Executive Board differs from their own view.

The Executive Board holds the final authority.

The Executive Board has the power to suspend or expel any member of the Corporation if that person has acted in a manner contrary to the best interests of the Corporation or has violated the Articles of Incorporation or By-Laws.

The Officers shall be the Executive Board.

SECTION 2. Officers
The Corporation's Officers shall consist of, at a minimum, a President, Vice President, and Treasurer. The position of Secretary is not mandatory, but preferred. Should no Secretary be available or identified, the Officers shall rotate the duties of the Secretary until a suitable candidate is identified.

Officers shall retain their position within the Corporation until such time as they step down voluntarily, or are removed by a majority vote of the Executive Board.

(A)  President
The President shall be the Chief Executive Officer. The President shall perform duties consistent with the office, including those particularly specified in these By-Laws; preside at all meetings; and, as Head of the Executive Board, be responsible for coordinating its activities.

The President may establish non-voting positions for the completion of the Corporation's objectives. The President may establish committees and select Chairpersons appropriate to committee's objectives. The President will be an ex-officio member of all committees and may appoint Officers to hold committee membership.

The President shall report regularly to the Executive Board of the business conducted through the office of President.

(B)  Vice President
|In the event of the absence or incapacity of the President, the Vice President shall have the duties and exercise the power of the President. In the event that the office of President is vacated, the Vice President will assume the office of President and appoint a new Vice President.

The Vice President shall carry out other duties as prescribed in these By-Laws and as directed by the President.

The Vice President shall be in charge of committees, and assist the committee chairs with ensuring the processes assigned is carried out as prescribed in these By-Laws and as directed by the President.

The Vice President shall report regularly to the Executive Board of the business conducted through the office of Vice President.

(C)  Treasurer
The Treasurer shall oversee the funds of the Corporation. The Treasurer shall complete and submit all financial forms required according to the Articles of Incorporation and these By-Laws. During the first quarter of the fiscal year, Treasurer shall present a proposed budget for the Corporation's current year's financial operation.

The Treasurer shall receive a record of all monies due or belonging to the Corporation. The Treasurer shall deposit monies received in the name of Bengal Rescue Network in a bank or banks satisfactory to the Executive Board and shall disperse funds under the jurisdiction of the Executive Board in a timely manner. The Treasurer shall keep accurate books and records of the Corporation, and shall require receipts for all payments and reimbursements.

The Treasurer shall not have the power to issue funds to him/herself without a countersignature or equivalent documentation. Checks made out to cash are forbidden. All expenditures over an amount set by the Executive Board shall require two signatures or equivalent documentation.

The Treasurer shall ensure that expenditures made for/from the Corporation are in accordance with the procedures set by the Executive Board and the budget.

The Treasurer's books shall at all times be open to the inspection of the Executive Board, and at every Board meeting the Treasurer shall report the condition of the Corporation's finances and every item of receipt or payment not before reported. The Treasurer shall provide a copy of the monthly financial statement to the President for review.

The Treasurer shall prepare a Treasurer's Report, which shall be presented quarterly to the Executive Board, and at least annually to other interested parties of the Corporation.

The Treasurer shall carry out other such duties as prescribed in these By-Laws and as directed by the President.

The Treasurer shall report regularly to the Executive Board of the business conducted through the office of Treasurer.

A committee designated by the Executive Board may audit the Corporation's books at least once each year. On appointment of a new Treasurer, the books provided by the retiring Treasurer shall be audited by an outside professional auditor or accounting firm selected by the President. The process shall include a minimum of three bids, and the Executive Board shall approve final selection. The Corporation shall pay for the costs of a routine audit.

The Treasurer shall be bonded in such amount, as the Executive Board shall determine.

(D)  Secretary
The Secretary shall be both the recording and correspondence officer, formally representing the Corporation. The Secretary shall have charge of the general correspondence of the Corporation and carry out such other duties normally ascribed to the position.

The Secretary shall assist the President in organizing meetings. The Secretary shall have charge of notifying the appropriate individuals of meetings. The Secretary shall have charge of notifying the appropriate individuals of the results of all meetings.

The Secretary shall make and preserve the records of all meetings of the Corporation and of the Executive Board, of all votes, and of all matters of which the Corporation shall order a record. The Secretary shall assist in the preparation of such records as are necessary for conduct of the Corporation's business.

The Secretary shall carry out other such duties as prescribed in these By-Laws and as directed by the President.

The Secretary shall report regularly to the Executive Board of the business conducted through the office of Secretary.

(E)  Regional Coordinators' Representative
The Regional Coordinators' Representative (RCR) shall act as the Executive Board interface to the Regional Coordinators. The RCR may be a current Regional Coordinator, as outlined in ARTICLE II, Section 3.

The RCR will bring both suggestions and concerns from the Regional Coordinators to the attention of the Executive Board. Decisions made within the Corporation that affect the Regional Coordinators will be disseminated via the RCR.

The RCR shall be selected by majority vote of the Regional Coordinators and remaining members of the Executive Board. In the event there is no clear majority agreement, the RCR shall be appointed by the Executive Board.

The RCR shall be the voting representative of the Regional Coordinators.

The RCR shall report regularly to the Executive Board of the business conducted by the Regional Coordinators.

SECTION 3. Regional Coordinators
Regional Coordinators are individual(s) designated by the Executive Board to represent the Corporation in the completion of day-to-day operations, in their designated region, as they pertain to the Corporation's objectives.

A “Region” is an area within a continental landmass, as determined by the Executive Board, where the Regional Coordinators will carry out the objectives of the Corporation. Regions may be adjusted to support the Corporation's objectives with a simple majority vote of the Executive Board.

Regional Coordinators are expected to provide information to the Executive Board, via the Regional Coordinators' Representative, for consideration in meeting the Corporation's objectives.

Regional Coordinators will organize and oversee foster services, and work with local individuals, animal control agencies/shelters, veterinary facilities, feline welfare/rescue groups, et.al, that can assist in the completion of the Corporation's objectives.

Regional Coordinators will provide information on planning, fundraising, and cost relationships to the Executive Board for review and approval.

Regional Coordinators have the right to incur reasonable expenses to the Corporation, in the performance of the stated objectives, up to an amount set by the Executive Board.

Regional Coordinators shall retain their position within the Corporation until such time as they step down voluntarily, or are removed by a majority vote of the Executive Board.

Regional Coordinators are non-voting positions within the Corporation.

Regional Coordinators will report quarterly to the Executive Board, via the Regional Coordinators' Representative, of the business conducted within their Region. The information to be included in the quarterly report will include, but not be limited to, cats taken in, cats adopted out, costs incurred, adoption fees received, and net profit (or loss) after expenses.

SECTION 4. Assistants
One or more persons may be appointed by an Officer or Regional Coordinator to assist in the performance of their duties. The appointment shall be approved by a simple majority vote of the Executive Board.

Assistants are non-voting positions within the Corporation.

The Assistant will report to the appointing Officer or Regional Coordinator for their responsibilities and operations.

SECTION 5. Removal of Officers and Appointed Positions
The Executive Board, by majority vote, may suspend or remove from office any Officer or Regional Coordinator who does not perform their duties in a satisfactory manner.

The Executive Board or Regional Coordinator may terminate an Assistant at any time, which does not perform their duties in a satisfactory manner, or in accordance with the Corporation's mission and/or objectives.

SECTION 6. Vacancies
Any vacancies occurring on the Executive Board during the year shall be filled by accession as described in SECTION 2 of this ARTICLE, or failing that, by appointment by the President.

Any vacancies occurring within the Regional Coordinators during the year shall be filled as described in SECTION 3 of this ARTICLE, or failing that, by appointment by the President.

ARTICLE III - MEETINGS
The Corporation may hold meetings as identified in Section 1 thru Section 3 below. Meetings may be by telephone, email, electronic conferencing, or any other method agreed upon by the full Executive Board. All meetings shall be open to all members of the Corporation as defined by the Executive Board, unless the matter under discussion concerns ethics/complaints, personnel matters, contract negotiations, or is of such a nature that it may be embarrassing, derogatory or humiliating to a member, in which case the Executive Board may go into closed session.

SECTION 1. Annual Meeting
The Corporation will have an Annual Meeting. The appropriate individuals for attendance shall be notified not less than two months prior to the meeting.

SECTION 2. Executive Board Meetings
Executive Board meetings shall be held at the request of the President or upon the request of any two members of the Executive Board.

SECTION 3. General Meetings
General meetings may be held not less than bi-annually. A general meeting is open to any individual who is involved with assisting, in any way, the process of meeting the Corporation's objectives. Individuals for attendance shall be notified not less than two weeks prior to the meeting. Attendance at the general meeting may be limited by the environment/format used to hold a meeting.

ARTICLE IV - COMMITTEES
SECTION 1. Committees and Chairpersons
The Executive Board may propose committees and Committee Chairpersons that will advance the work of the Corporation. Committee Chairpersons may propose additional members to help coordinate and fulfill duties, and shall report to the Executive Board of business conducted by the committee.

Committee Chairpersons shall report regularly to the Executive Board of the business conducted by the committee. Such committees shall be subject to the final authority of the Executive Board.

SECTION 2. Termination
Any committee or Committee Chairperson may be terminated by the President, or a majority vote of the Executive Board.

ARTICLE V - AMENDMENTS
These By-Laws may be amended subject to the procedures outlined herein.

The officers of the Corporation shall adopt, and may revise, such By-Laws as may be required to carry out these objectives.

SECTION 1. Procedure
A copy of proposed amendment(s) to the By-Laws will be provided to individuals as outlined in ARTICLE II, Sections 1 thru 3. The information may be disseminated to these individuals in such format as email or any other method agreed upon by the full Executive Board.

SECTION 2. Responses and Voting
Responses to the proposed amendments will be returned to the Executive Board within 30 days, in such format as email or any other method agreed upon by the full Executive Board. Upon completing review of the responses, the Executive Board will:

(A)  incorporate information provided by response, and re-issue the proposed amendments as outlined in SECTION 1 of this ARTICLE; or,
(B)  vote on the proposed amendments as originally issued.

Voting must be completed not less than forty-five days after the date of final issuance of the proposed amendments. A majority vote of the Executive Board is required in order to enact the amendment.

SECTION 3. Enactment
Immediately upon vote by the Executive Board, the passed amendment(s) shall be adopted. The results of the vote will be provided to individuals as outlined in ARTICLE II, Sections 1 thru 3. The information may be disseminated to these individuals in such format as email or any other method agreed upon by the full Executive Board.

ARTICLE VI - INDEMNIFICATION OF OFFICERS, AGENTS, AND MEMBERS
SECTION 1. Indemnity
Bengal Rescue Network, Corporation, shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative other than an action by or in the right of the Corporation, by reason of the fact that party is or was an Officer, Agent, or Member of the Corporation, or is or was serving at the request of the Corporation as an Officer, Agent, or Member of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by said party in connection with such action, suit, or proceeding, if party acted in good faith and in a manner party reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which party reasonably believed to be in the best interests of the Corporation.

SECTION 2. Suits By Or In The Right Of The Corporation
Bengal Rescue Network, Corporation, shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that said person is or was an Officer, Agent, or Member of the Corporation, or is or was serving at the request of the Corporation as an Officer, Agent, or Member of another corporation, partnership, joint venture, trusts, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with the defense or settlement of such action, suit, or proceeding, if said person acted in good faith and in a manner reasonably believed to be in the best interest of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of their duty to the Corporation unless, and only to the extent that, the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

SECTION 3. Indemnity After Successful Defense
To the extent that an Officer, Agent, or Member of the Corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in this ARTICLE of these By-Laws or in defense of any claim, issue, or matter therein, said person shall be indemnified by the Corporation against expenses (including attorneys' fees) actually and reasonably incurred by said party in connection therewith.

SECTION 4. Determination
Any indemnification (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Officer, Agent, or Member is proper under circumstances because said person has met the applicable standard of conduct set forth. Such determination shall be made by the Executive Board by a majority vote of a quorum of Officers who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Officers so directs, by independent legal counsel in a written opinion, or by the membership. The Corporation, by a majority vote of the Officers who were not parties to such action, shall have the right to reject any such claim.

SECTION 5. Preliminary Expenses
Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in this ARTICLE. The Corporation shall have the right to approve or reject proposed attorney.

SECTION 6. Not Exclusive
The indemnification provided by this ARTICLE shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, these By-Laws, and agreement, vote of membership or disinterested Officers, or otherwise. Any rights, obligations, or procedure provided for any of the foregoing, both as to action in official capacity and as to action in another capacity while holding such office, shall continue as to person who has ceased to be an Officer, Agent, or Member, and shall inure to the benefit of heirs, executors, and administrators of such a person.

SECTION 7. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was an Officer, Agent or Member of the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such party or incurred in any such capacity or arising out of status as such, whether or not the Corporation would have power to indemnify against such liability under the provision of this ARTICLE.

ARTICLE VII - DISSOLUTION
Bengal Rescue Network may be dissolved at any time by the written consent of not less than two-thirds of the Executive Board. In the event of the dissolution of the Corporation, whether voluntary or involuntary or by operation of law, none of the property of the Corporation or any proceeds thereof, nor any assets of the Corporation, shall be distributed to any members of the Corporation. After payment of the debts of the Corporation, its property and assets shall be given to a charitable organization for the benefit of cats, as selected by the Executive Board.

ARTICLE VIII - ORDER OF BUSINESS
SECTION 1. Meetings
At meetings of the Corporation and the Executive Board, the order of business so far as the character and nature of the meeting shall be in accordance with Robert's Rules of Order.

SECTION 2. Standing Rules
All meetings shall be conducted in accordance with the latest edition of Robert's Rules of Order except in cases where there is a conflict with the Organization By-Laws, in which case the By-Laws shall take precedence.

In the event that any performance is required by the By-Laws to occur on a weekend or legal holiday, such performance shall be deemed in compliance if it occurs on or before the next date that is not a weekend or legal holiday.

 

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