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Kankakee County Humane Society, Inc.

Bylaws 
 

Article I - Name and Location 
 

The name of this corporation shall be Kankakee County Humane Society, Inc. dba Kankakee County Humane Foundation 
 

The principle location of this Foundation will be such place as designated by the Board of Directors and is subject to change.

The Shelter is located at:

2214 S. Route 1

St. Anne, Il 60964

Phone 815-933-5999

The official mailing address is:

P.O. Box 2115, Kankakee, IL 60901

The web site address is: www.k3humanefoundation.org

The email address is: k3humanefoundation@yahoo.com 
 

In this document the Kankakee County Humane Society, Inc. will be referred to as the Kankakee County Humane Foundation.  
 

Article II - Purpose 
 

The objective of this corporation shall be: to find appropriate homes for unwanted, or abused animal species; to provide shelter for said animals until their adoption; to provide for their medical care until their adoption; to access low cost spay/neuter programs to further education of the public concerning the prevention of cruelty and neglect of animals.

Article III - Powers 
 

The Kankakee County Humane Foundation shall observe all local, state, and federal laws and statutes, which apply to non-profit organizations as defined in Section 501 [c] (3), of the United States Internal Revenue Code.

  1. The Articles of Incorporation are hereby adopted as legal and binding regulatory controls, of and for all Members of the Kankakee County Humane Foundation, and shall become supporting documents along with these Bylaws.
  2. This Foundation will have the powers as may be stated in its Articles of Incorporation and Bylaws, and such powers are now or may be granted hereafter by the General Not-For-Profit Corporation Act of the State of Illinois, or any successor legislation.

Article IV – General Membership 
 

Section 1: Definition

Any individual, association, business, corporation, or partnership, having an interest in the objectives, as stated in Article II, shall be eligible for membership.

Section 2 - Class and Dues

Kankakee County Humane Foundation Membership shall be classified as follows:

[a] LIFE -- $250.00 one-time dues

[b] FAMILY -- $30.00 annual dues

[c] INDIVIDUAL --$20.00 annual dues

[d] SENIOR -- $10.00 annual dues (62 years of age or older)

[e] CORPORATE/ BUSINESS /ASSOCIATION - $250.00 

[f] HONORARY -- No annual dues.  Individual Honorary life memberships to

         be bestowed by a majority vote of the Kankakee County Humane

         Foundation’s Board of Directors.

Section 3 - Dues Payment

  1. All dues shall be paid annually.
  2. The membership year will be annually from the date of joining.
  3. Any member may resign their Kankakee County Humane Foundation membership with written request to the Board of Directors. There will be no refund of membership dues. The Board of Directors may drop any member for non-payment of dues after ninety days from the due date.
  4. Any member whose behavior is in violation of the bylaws or engages in financial malfeasance and with proper evidence, such charge shall be sustained before a meeting of the Board of Directors; such member may be dropped by a majority vote of the Board of Directors.

Section 4 – Membership Meetings and Voting Rights

  1. This Foundation will hold an Annual General Membership Meeting to enable every Member an equal opportunity to participate.
  2. There will be one General Membership Meeting per year, to be held in November.  This meeting will be designated as the “Annual General Meeting” at which time Foundation business will take place, including the election of Board of Directors as stated in these Bylaws.
  3. The place of meeting shall be in the County of Kankakee in the state of Illinois.
  4. The annual meeting, including date, time and place, will be made available to all Members at least fifteen [15] days prior to the meeting.  The notice can be made via an e-mail and/or posting of said meeting on the KCHF website.
  5. Every Member is entitled to one [1] vote.  A family membership is entitled to one vote. Any association, business, corporation, or partnership is entitled to one vote.
  6. Legal proxies are acceptable.
  7. Voting privileges are effective thirty days after the payment of dues. 
  8. No member shall be permitted to exercise their voting privileges while their dues remain in arrears.
  9. Those Members will represent a legal quorum in attendance.  The vote of the simple majority of the quorum entitled to vote in person or by legal proxy is required for adoption of any matter voted on by the Members, unless stated otherwise elsewhere in these Bylaws.
  10. The Board of Directors or its President with all Members duly notified may call Special General Membership Meetings. Notice of said Special meetings (which shall specify the time and place) must be given to members by electronic means or posting on the Kankakee County Humane Foundation website, four days prior to the date of said meeting.

Section 5 - Rights, Requirements and Termination

  1. Membership rights in this Foundation are not transferable or assignable.
  2. Membership rights and voting privileges in the Foundation are reserved only to those Members in good standing with paid dues.
  3. Membership is obtained and held by paying required annual or lifetime dues and upholding the Articles of Incorporation and Bylaws of this Foundation.

Article V - Board of Directors 
 

Section 1 - Definition

The Board of Directors is that group of persons vested with the responsibility of management of the KCHF and the disbursement of Kankakee County Humane Foundation’s funds to accomplish the goals outlined by the mission of the KCHF. 
 

Section 2 - Qualifications

  1. All Board of Director Members must be Members in good standing.  All Board of Director Members must agree to abide by the Bylaws of the Kankakee County Humane Foundation.
 
Section 3 - Number of Directors

    A. The number of Board of Director members may be changed by common

         majority vote of the full Board, but cannot to be less than nine [9] or more

         than fifteen [15] total Members. 
     

Section 4: Responsibilities

  1. The Board of Directors shall have responsibility for setting and overseeing general policy for Kankakee County Humane Foundation. It shall ultimately be responsible for Kankakee County Humane Foundation’s property and financial affairs.
  2. Organizational matters shall be the responsibility of the Shelter Supervisor and Shelter staff, although the Board of Directors is generally responsible for overseeing such operational matters.

Section 5 - Nomination

  1. Should a vacancy develop within an unfinished term, the Board of Directors shall select a replacement by a majority vote.
  2. The Board of Directors shall appoint a nomination committee of three [3] Members of the Board and two [2] General Members of Kankakee County Humane Foundation for the purpose of selecting and nominating the officers of the Board of Directors. 
  3. The committee shall make its report to the Board of Directors thirty [30] days prior to the November General Membership Meeting
  4. The committee shall present the nominee[s] as a slate at the November General Membership Meeting for election by the General Membership.
  5. Voting by the General Membership is to be done by secret ballot; simple majorities vote of the General Members present [including legal proxies].

Section 6 - Meetings

  1. The Board of Directors shall meet at least once per month in addition to any General Membership Meetings. 
  2. The President may call special meetings of the Board of Directors as needed or requested by a Board Member in writing to the President. This meeting will be held when 24-hour notice has been given to Board Members via e-mail and/or telephone contact.

Section 7 - Quorum

    A quorum of the Board of Directors will be at least half of the board plus one vote and two members of the executive board. 
     

Section 8 – Conflicts of Interest

    Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter.  Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so.  The minutes of the meeting at which such votes are taken shall record such disclosure, abstention and rational for approval.

Section 9 - Termination

  1. Any Board Member who fails to attend three (3) consecutive regular meetings without being excused by the President or who fails to attend five (5) in any twelve (12) month period will be considered for termination. 
  2. Termination will be determined by a common majority vote of the Board of Directors.

Section 9 - Proxy

  1. The use of written proxy is hereby permitted for a Board Member unable to attend any regular, special, or Annual General Meeting.
  2. A proxy vote will be counted when it pertains to a specific issue previously discussed by the Board, not to new issues brought up at the unattended Board meeting.

Article VI - Board of Directors - Officers 
 

The officers of this corporation shall be: President; Vice President; Treasurer; and Secretary, who shall serve for terms of two years.  The Membership shall select their officers at the annual meeting by ballot, with a simple majority vote. 
 

The following officers and their duties will apply to the Kankakee County Humane Foundation’s Board of Directors.  Additional duties and/or vested authority may be added as required by future Kankakee County Humane Foundation’s business matters. 
 

Board Officers shall be limited to two successive two-year terms and cannot succeed themselves at the end of their second consecutive term. Said term limitation can, however, be overridden by a two-thirds vote of the Board of Directors, such vote being held at the relevant annual meeting. The officer whose term is being considered for extension may not vote for his, or her term extension. 

President:  The duties of the President are:

  1. To be the chief executive officer of the Kankakee County Humane Foundation.
  2. To formulate meeting agendas, location and times
  3. To conduct all meetings as chairman, maintaining order and insuring fairness and protocol observance
  4. To oversee all committee appointments and assure that all reports are ready for scheduled meetings
  5. To oversee all other Board officers to assure their responsibilities are being duly executed
  6. To sign any contractual agreement on behalf of the Kankakee County Humane Foundation.
  7. To initiate any legal proceedings necessary.

Vice President:  The duties of the Vice-President are:

  1. To perform all duties and exercise all powers of the President when the President is absent.  The Vice-President will automatically replace the President in the event of resignation, incapacitation or death of the President for the remainder of the President’s term.
  2. To submit and discuss all reports requested by the President and or the Board of Directors as needed.

Secretary:    The duties of the Secretary are:

  1. To keep minutes of all meetings of the General Members and the Board of Directors and present those minutes at each meeting. 
  2. To be the custodian of all Kankakee County Humane Foundation’s records, including the Bylaws, Kankakee County Humane Foundation’s letter of incorporation, and all contractual agreements. 
  3. To distribute all meeting announcements and general correspondence
  4. To supervise the sending of advance notices of General Membership Meeting[s].

Treasurer:  The Treasurer is the custodian of the Kankakee County Humane Foundation’s funds.  The duties of the Treasurer are:

  1. To maintain all financial records of receipts, deposits, tax information, payments in a timely manner.
  2. To present a Treasurer’s report, including profit and loss, balances and committee finances, at each monthly Board of Directors meeting indicating the current financial condition of the Kankakee County Humane Foundation for approval by the Board. 
  3. To provide the Board of Directors with periodic reports on status of General Membership obligations.
  4. To issue and sign checks with the signature of the Treasurer and/or President for all financial accounts.
  5. To provide necessary tax information to an accountant, approved by the Board.
  6. To provide an annual report to the Board of Directors on Kankakee County Humane Foundation’s end of the fiscal year financial status.
  7. To provide reports for grants as needed.
 Section 1: The officers of the Board of Directors (President, Vice-President, Treasurer, & Secretary) shall constitute the Executive Committee, which may be called at the discretion of any one Board officer. The Executive Committee shall meet to consider issues that are clearly not the area of concern of specific Board standing committees, but that seem to require immediate attention. In general, the Executive Committee will only meet to make recommendations for action to the general Board of Directors; however, it is empowered to take temporary action should urgency so require. Any action so taken will stand only until such time as said action is endorsed, or overturned at the next regularly scheduled meeting of the general Board of Directors. A majority of Board officers shall constitute a quorum of the Executive Committee.    
 

Section 2: Removal of Board of Directors Officer:

An officer of the Board  (President, Vice- President, Secretary, or Treasurer) may be removed only under the following circumstance

  1. The officer is not fulfilling their prescribed duties under Article VI.
  2. They are served with a letter signed by the other three elected officers.
  3. They are given 30 days notice of a special meeting of the Board of Directors to discuss the complaint against them.
  4. They are given an opportunity to answer any and all complaints against them in front of the board.
  5. Removal shall be by a 2/3rds vote of all Board Members present.
  6. Removal, once decided upon, shall be immediate.
  7. The President, or in the case of the President’s removal, the Vice President, shall appoint a nominating committee.
  8. The nominating committee shall report within 15 days.
  9. An interim vacancy will be filled by vote of the Board of Directors, and will end at the next annual meeting.

Article VII - Board of Directors Committees 
 

  1. The Kankakee County Humane Foundation will have Standing Committees.  These committees will consist of voluntary and/or appointed Members and chaired by a Board Member.  One Member of the Board of Directors will volunteer or be appointed by the Board to serve on each of the Standing Committees.  
  1. Neither the Committees nor Chairperson are given any contractual nor expenditure authority other than that pre-approved by these Bylaws and the Board of Directors.
  1. Each Chairperson of the Standing Committees is required to hold meetings to assure that proper attention is given to their areas.
 
   E. The Standing Committees effective on April 21, 2010

        Bylaws

    Finance

    Fundraising

        Kennel Committee

        Personnel

        Public Outreach                  

  1. Additional Standing Committees are to be formed or restructured as needed at the discretion of the Board of Directors.

Article VIII - Operations 
 

  1. The Fiscal Year of Kankakee County Humane Foundation will be January 1 through December 31.
  2. Insurance coverage will include off-site adoption fairs, kennel areas, educational venues and other activities where animals or volunteers are representing the Kankakee County Humane Foundation.
  3. Kennel staff will be provided as necessary to maintain animals in temporary care.
  4. The Treasurer will select a bank for the purpose of opening a bank account with the approval of the Board of Directors. 
  5. Contracts, leases or other instruments executed on the behalf of the Foundation will require Board approval and are to be signed by the Secretary and countersigned by the President.
  6. The Secretary and Treasurer will maintain books and Records – The Foundation’s complete set of books.  Any Member of this Foundation may inspect these documents for any proper purpose, at any reasonable time and with proper notification given to the President.
  7. Not-For-Profit Operations – This Foundation will not have nor issue any shares of stock.  No dividend will be paid, and no part of the income of this Foundation will be distributed to its Members or officers
  8. This Foundation will make no loans to any Member or officer.

Article IX - Amendments 
 

    A. This constitution and these bylaws may be amended at any regular meeting of the Board of Directors, or at the annual meeting of the Kankakee County Human Foundation, or at any special meeting organized for the purpose of amendment (at which a quorum of the Board of directors is present). Amendments are carried by a simple 2/3-majority vote.  

    B. Any proposed amendments and/or additions must be submitted 15 days in advance of required vote in written form to the Board of Directors for approval. 
     

    C. All amendments to this constitution and these bylaws shall be considered effective at the moment of their adoption.   
     

Article X (Finances)

    Section 1: The Treasurer is authorized to meet all expenditures authorized by the annual budget The Treasurer shall prepare a monthly statement of said expenditures and submit said list to the Board of Directors meeting for final approval.  
     

    Section 4: Either an internal financial review committee, or a certified public accountant, which to be determined by a majority vote of the Board of Directors, shall review the accounts of Kankakee County Humane Foundation at the close of each fiscal year. 
     

    Section 5: An independent financial auditor shall audit the accounts of Kankakee County Humane Foundation every five years. 
     

Article XI (Rules of Order)

    Section 1: The rules and procedure common to “Robert’s Rules of Order,” shall constitute the parliamentary guideline for procedure followed by the Board of Directors at its meetings as well as during the annual meeting of the Kankakee County Humane Foundation. 
     

    Section 2: The President, who shall advise and assist the President and the Board’s officers in conducting all meetings with smoothness and dispatch, shall appoint a “Sergeant-at-Arms,” 
     

Article XII (Order of Business)

    Section 1: An agenda shall be prepared for each meeting of the Board of Directors, for the annual meeting, and for all special meetings. 
     

    Article XIII (Dissolution)

    Section 1: Kankakee County Humane Foundation shall use its funds and resources to accomplish the objectives specified in these bylaws. On the dissolution of Kankakee County Humane Foundation no part of said funds, or resources shall be distributed to members of Kankakee County Humane Foundation, the Shelter Staff, or to members of the Board of Directors. 
     

    Section 2: Any remaining funds, or resources after said dissolution, shall be distributed to any one, or more regularly organized and qualified public charity, educational, scientific, or philanthropic organization, selected by the Board of Directors as defined in the United States Internal Revenue Codes, Section 501 [C] 3. 

Article XIV  - Indemnification of Corporation 
 

    Section 1 – Indemnification of Directors and Officers

    The Kankakee County Humane Foundation shall to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the Illinois Business Corporation Act of 1983, or any other applicable law as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Kankakee County Humane Foundation, or is or was serving at the request of the Kankakee County Humane Foundation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, including attorneys’ fees, judgments, fines and amounts incurred by him or her in connection with such action, suite or proceeding. 
     

    Section 2 – Contract with Corporation

    The provisions of Section A of this Article shall be deemed to be a contract between the Kankakee County Humane Foundation and each director or officer who serves in any such capacity at any time while Section A of the Article and the relevant provisions of the Illinois Business Corporation Act of 1983 or other applicable laws, if any, are in effect, and any repeal or modification of such law or of Section A of this Article shall not affect any state of facts then or theretofore existing or any actions, suit or proceeding theretofore existing or thereafter brought or threatened based in whole or in part upon any such state of facts.  In the event a person entitled to indemnification under Section A of this Article claims indemnification, the Kankakee County Humane Foundation shall take all required action to bring about a prompt and good faith determination of such person’s right to indemnification hereunder. 
     

    Section 3 – Indemnification of Employees and Agents

    Persons who are not covered by the foregoing provisions of this Article and who are or were employees or agents of the Kankakee County Humane Foundation, or are or were serving at the request of the Foundation as employees or agents of another corporation, joint venture, partnership, trust or other enterprise, may be indemnified to the extent the Kankakee County Humane Foundation is empowered to do so by the Illinois Business Corporation Act of 1983 or any other applicable law, when and as authorized at any time from time to time by the Board of Directors in its sole discretion.  
     

    Section 4 – Advance of Expenses

    Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Kankakee County Humane Foundation in advance of the final disposition of such actions, suit or proceeding upon receipt of a written undertaking by or on behalf of a director or officer to undertake to repay such amount, unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Foundation as authorized in this article.  The provisions of this Section shall apply to employees or agents when the Board of Directors has authorized such indemnification under the provision of Section C of this Article.  

    Section 5 – Other Rights of Indemnification 

    The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by law, agreement, or otherwise, and shall continue as to a person who ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person. 
     

    Section 6 – Liability Insurance 

    The Kankakee County Humane Foundation shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent of the Kankakee County Humane Foundation or is or was serving at the request of the Kankakee County Humane Foundation as a director, officer, employee or agent of another corporation, partnership or joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such whether or not the Kankakee County Humane Foundation would have the power to indemnify such person against such liability under the provisions of this Article. 
     

    Section 7 – Request to Members 

    If the Kankakee County Humane Foundation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the Kankakee County Humane Foundation shall report the indemnification or advance in writing to the Members with or before the notice of the next annual meeting of the Kankakee County Humane Foundation. 
     

    Section 8 – Implementation 

    The Board shall establish policies and procedures to implement this indemnification section. 
     

    Section 9 – Non-Liability of Officers and Directors 

    To the extent allowed by the Illinois Business Corporation Act and any other applicable laws as they may now or in the future exist, the liability of the officers and directors of the Foundation for breach of duty to the Foundation or the Members of the Kankakee County Animal Foundation is eliminated.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any officer or director of the Foundation for or with respect to this acts or omissions of such officer or director occurring prior to such amendment or repeal. 
     

Verification

    We hereby attest that the above Bylaws were approved ____________________________, 2010

    (attesting signatures on file) by a majority of the General Membership in good standing on _____________________, 2010)

    Purposed Amendment to the KCHF Bylaws

     

    Amendment 1:

    The Registered Agent, with the Illinois Secretary of State's office, is the person in the position of Secretary on the Board of Directors.   All official mailings, including the required Corporate Annual Report (sent in June or July of each year and due by August 1 each year), are sent to the Registered Agent at his/her home address.  The Illinois Secretary of State's office does not accept a PO box as a valid mailing address for the Registered Agent. The Corporate Annual Report is forwarded to the Treasurer for completion and submission to the Illinois Secretary of State's office with required payment.  When the person in the position of Secretary on the Board of Directors changes, a Change of Registered Agent Form (form NFP 105.10/105.20) must be completed and submitted to the Illinois Secretary of State's office with required payment.