Section 1 – Purposes and Responsibilities
1.1 Purposes. The purposes of the organization shall be the development and/or delivery of programs or services that promote the interaction of human and canine teams to:
- Assist individuals who are physically challenged and children in gaining greater independence and autonomy through the use of trained assistance dogs and to do so without adding an excessive financial burden to the individuals or their family.
- Train dogs to partner and provide assistance to individuals and children who are physically challenged.
- Provided such individuals and children with the necessary training and skills to handle and care for their canine partner's physical and emotional needs.
- Develop programs and training that takes advantage of the unique and powerful mental health benefits that canines can bring to disaster response.
- Develop implement and promote programs that enrich relationships between canines and individuals.
- Provide kennel facilities for the purposes of supporting the service /assistance dog program.
1.2 Responsibilities. In addition to its other responsibilities stated herein, the organization shall serve as the employer of all the organization's employees, shall have responsibility for its own financial condition and organize its activities consistent with its tax exempt status in conformity with all local, state and federal laws and regulations.
Section 2 – Board of Directors and Committees
Board of Directors.
General Duties of the Board of Directors
While the board is not involved in the day-to-day activities of the organization, it makes decisions crucial to the life and direction of the organization. In carrying out those responsibilities, members of a board of directors must fulfill certain duties to the organization and the public it serves. Those duties are commonly referred to as the duties of care, loyalty and obedience.
Duty of Care
Under the duty of care, a board member must be familiar with the organization's finances and activities and participate regularly in its governance. In carrying out this duty, directors must act in "good faith" using the "degree of diligence, care, and skill" which prudent people would use in similar positions and under similar circumstances.
In exercising the duty of care, responsible board members should, among other things, do the following:
- Attend board meetings regularly and actively participate in discussions and decision-making.
- Read the minutes of meetings and all reports, including financial reports. Also, read reports prepared by employees and outside professionals, and have a general knowledge of the information contained in those reports.
- Read any literature produced as part of the organization's programs.
- Make sure that the board spends some of its time on future and strategic planning.
- Insure that the organization has proper internal controls and policies to safeguard, promote and protect the organization's funds and other assets.
- Engage in careful oversight of the organization's finances.
- Encourage diversity among board members. Diversity will help insure a board committed to serve the organization's mission with a range of appropriate skills and interests. Question any activity or transaction that is unclear or troubling.
- Be involved in supporting the duties of the Executive Director including computing fair compensation for those duties. Be familiar with all issues addressed by the board. Ask for additional information if any issue is not clear.
Duty of Loyalty
Board members must place the interest of the corporation above any private interests. This duty of loyalty requires that any conflict of interest, real or possible, be disclosed to the board. Board members must avoid transactions in which they or their family members benefit personally to the detriment of the organization.
In order to exercise the duty of loyalty, the board must be careful to examine all transactions that involve board members or members of their families The board must not approve any transaction that serves a private interest at the expense of the interests of the corporation.
Duty to Carry Out the Corporation's Mission and Comply With the Law
A board has a duty of obedience to insure that the corporation fulfills its purposes, including:
- Dedicating the organization's resources to its mission
- Insuring that the corporation carries out its purposes and does not engage in unauthorized activities
The board also has a duty to comply with all appropriate laws, including:
- Complying with registration, filing and reporting laws and other applicable laws of all states in which it conducts activities and\or solicits contributions
- Paying all taxes such as payroll and unrelated business tax
- Providing copies of its financial report to members of the public who request it
- Maintaining complete and accurate records
- Complying with all provisions of the IRS Code, including those that govern compensation and disclosure so as not to subject the organization to "intermediate sanctions"
2.1 Composition. The organization shall have a Board of Directors, numbering not less than three and not more than twelve, all shall serve without compensation for his or her services unless otherwise approved by the board or covered in the by-laws. Initially the board will be comprised of three community members and the executive director of Gateway to Canine Partnerships. All members will have voting privileges. The board should have individuals who are capable of representing the 1) local canine community 2) special needs communities 3) professional community 4) non-profit community and 5) business/fundraising community.
2.2 Nominations. The Board shall establish procedures for nomination of Directors.
2.3 Election of Directors. Director shall be a member of the organization. Directors shall be elected at the annual meeting of the organization's membership and shall serve a term of up to five years. Approximately one third of the Directors shall be elected.
2.4 Non-voting Classes of Directors. The Board or organization may create non-voting classes of directors (such as advisory, honorary or life directors) and may elect or appoint persons to serve in such capacity.
2.5 Vacancies. The Board may fill any vacancy among the Directors temporarily. A person so appointed shall serve until the next annual meeting, at which time the person may be confirmed or a successor appointed for the remainder if any of the un-expired term.
2.6 Regular Meetings. Regular meetings shall be held at least three times per year according to a schedule determined by the Board.
2.7 Special Meetings. Special meetings may be called upon by the Chair and shall be called upon the written request of one third of the voting Directors.
2.8 Notice. Notice of all meetings of the Board shall be given by any means reasonably calculated to notify Directors at least five days before the meeting. Any Director may waive notice in writing. Notices of special meetings shall advise Board members of the general nature of business to be transacted at such meeting.
2.9 Quorum. Fifty percent of the voting membership of the Board shall constitute a quorum, but a lesser number may adjourn the meeting.
2.10 Committees. The Board shall appoint standing committees as it deems appropriate.
2.11 Authority of Committees. Any and each committee may exercise subordinate power, authority or function delegated to it by the Board or theses by-laws.
Section 3 – Officers
3.1 Officers. The officers of the organization shall be the Chair, Vice Chair and the Executive Director of the corporation. The Executive Director shall be a voting and permanent member of the Board of Directors. Officers may include a Secretary, Treasurer and Committee chairs as determined by the Board.
3.2 Chair. The Chair shall preside at all meetings of the organization's the Board of Directors, and its Executive Committee. The Chair shall also be an ex officio member of all committees. The Chair shall be the senior volunteer leader and principal officer of the organization and shall perform such other duties as may be assigned by the Board of Directors. (see specific job description for chair and others*)
3.3 Vice Chair. The Vice Chair is a member of the Board who performs chair responsibilities when the chair cannot be available, working closely with the Chair and other staff.
3.4 Secretary. The Secretary shall provide for the keeping of all minutes of meetings of the organization's membership and Board meetings. The Secretary shall cause to be issued all notices of all membership and Board meetings and shall in general perform all duties incident to the office of Secretary, subject to the direction of the Board.
3.5 Treasurer. The Treasurer shall provide for the care and custody of all the organization's funds. The Treasure shall provide for the keeping, recording and reporting of the financial records of the organization as directed by the Board.
3.6 Officer Vacancies. In the event of the death or resignation of any officer prior to the expiry of the term of office, the Board may fill the vacancy.
3.7 Removal of Officers. The Board may remove any officer for conduct deemed detrimental to the organization. Any Board member may be removed either with or without cause, at any time, by a vote of two-thirds (2/3) of the other Board members at a special meeting called for that purpose. Any member of the Board who fails to attend three (3) consecutive entire regular or special meetings, without prior excuse, shall be deemed to have resigned from the Board, effective as of the last unattended Board meeting.
Section 4 – Staff
4.1 Manager. The organization shall designate a Manager who shall be known as the Executive Director, either paid or volunteer, who be a voting member of the board and directly accountable to the Board. The manager shall be responsible for carrying out the regulations and policies and programs as described in the mission statement and statement of purpose.
4.2 Staff. The organization may create paid or volunteer positions with such duty and functions as prescribed by the organization.
Section 5 - Finance and Audits
5.1 Fiscal Year. The fiscal year for the organization shall be on the calendar year.
5.2 Audit/Reviews. The Board shall establish policies and procedures to conduct audits, compilations or reviews of its financial statements consistent with all laws and regulations. All such reports shall be delivered as required to the Board, members and other entities consistent with all laws and regulations.
5.3 Funds. All funds and property received by or coming into custody of the organization belongs to the organization and is to be entrusted to the organization and expended only in accordance with and for the purposes authorized.
The financial statements must include all funds and property received or coming into custody of the organization. Such statement shall be prepared in accordance with generally accepted accounting principles.
No person is authorized to commit funds of the organization or to otherwise obligate the organization except in accordance with the by-laws, the direction of the Board of Directors or by any committee in the proper exercise of its authority.
5.4 Deposits. All funds received shall be timely receipted and deposited in banks or depositories in the name of the organization. Except for imprested accounts, all withdrawals from such accounts shall be made only by following the policies established by the board as it determines necessary for the successful operations of Gateway to Canine Partnerships
Section 6-Conflict of Interest
6.1 Services or goods may be provided by Board members, if those goods and services provide clear benefit to Gateway to Canine Partnerships. When transactions involve compensation, full disclosure shall be made to the Board and the approval of the Board shall be required The Board member involved in the transaction shall not participate in the vote.
6.2 In performing their duties as Directors, the Directors shall not participate in any financial transactions with the corporation and shall not have any direct or indirect interest in assets, leases, business transactions, or current professional services of the corporation individually or as part of a business or professional firm without disclosing such relationship and shall not participate in any vote taken with respect to such transaction or service.
Section 7 – Dissolution
7.1 Voluntary Dissolution. Voluntary dissolution shall be by vote of the membership at a meeting called expressly for that purpose. Should the organization be unable to convene a meeting of the membership, it may be voluntary dissolved by a vote of the Board.
7.2 Disposition of Funds and Property. Upon dissolution, all funds and property in its custody or control shall be promptly transferred and delivered in accordance with local, state and/or federal laws and regulations governing the disposition of the organization's funds and property.
Section 8 – Amendments
8.1 Amendments. Amendments shall be adopted by a majority of the Board at any meeting expressly called for that purpose.
