The Second Chance League
Article I. Name
The name of the corporation is The Second Chance League (hereinafter TSCL).
Article II. Purpose
TSCL has been organized to operate exclusively for educational, scientific, and charitable purposes. TSCL will serve the public interest by promoting the humane care of Alaskan husky sled dogs and sled dog mixes by promoting the humane care and training of said dogs and by caring for neglected, abused, relinquished and abandoned dogs and placing them in adoptive homes.
Secondarily, TSCL will educate the public on the care of said animals.
Article III. Office and Registered Agent
Section 1. The principal office of TSCL and such other offices as it may establish shall be located at such place or places, within or without the State of Alaska, as may be designated by the Board of Directors. TSCL shall continuously maintain a registered office within the State of Alaska at such place as may be designated by the Directors.
Section 2. TSCL shall continuously maintain a registered agent within the State of Alaska, which agent shall be designated by the Board of Directors. Any change in the registered office or the registered agent shall be accomplished in compliance with the State of Alaska Nonprofit Corporation Act.
Article IV. Board of Trustees
Section 1. General Duties and Powers. The Board of Directors (hereinafter Board) of TSCL shall be its governing body. The Board shall manage, control, and direct the affairs and property of TSCL. The Board shall have, and may exercise all the powers specified in TSCL’s Articles of Incorporation and in the State of Alaska Nonprofit Corporation Act necessary to carry out the purposes of TSCL.
Section 2. Composition of the Board
A. Number and Term of Board Members. The number of Board Members shall be as fixed by resolution of the Board, but shall not be less than three (3) nor more than twelve (12). The Board Members shall serve for terms of not more than three years, or thereafter until their successors are elected. There is no limit on the number of terms a Board Member may serve. The term of any Board Member shall also expire by his or her death, resignation, or removal in accordance with these Bylaws.
B. Election of Board Members. Any vacancy occurring in the Board arising from any cause, including the expiration of a Member’s term, and any membership to be filled by reason of an increase in the number of members of the Board, shall be filled by the affirmative vote of the majority of the members then on the Board. A Member elected to fill a vacancy in an unexpired term shall be elected for the unexpired term of his/her predecessor in office.
C. Removal of Board Member-A Board Member may be removed from office by the majority vote of the members of the Board of Directors. Absentee mail ballots may be counted for this purpose.
D. Resignation-A Board Member may resign from the Board at any time by notice in writing thereof to the Board President.
E. Officers-The officers of the Corporation shall be a President, a Secretary and a Treasurer elected from among the Board Members at their annual meeting.
- The President shall be the principal Executive Officer of the Corporation and shall supervise and control the business of the Corporation subject to control of the Board of Directors. S/he shall preside at all meetings of the Board of Directors.
- The Secretary shall keep a record of the minutes of all meetings of the Board of Directors.
- The Treasurer shall be responsible for the safekeeping and accounting of all monies, notes, bonds, and property belonging to the Corporation, the keeping of accounts of all financial transactions, and the timely preparation of financial reports and tax filings.
F. Quorum-Unless otherwise provided by resolution of the Board of Directors, a majority of the Board Members shall constitute a quorum.
Article V. Conflict of Interest
When a member of the Board of Directors for any reason is unable to act objectively or without bias or the appearance of bias; or without being motivated by private gain with respect to any action upon that matter by the body of which s/he is a member, that director has a conflict of interest and shall not be eligible to vote on any action to which s/he has such a conflict.
A person who believes s/he has a conflict of interest shall announce the existence of the conflict to the Board of Directors. The Chair shall decide whether a conflict exists subject to appeal by a majority of the members present and entitled to vote, excluding the person and any other members who may have already been disqualified for conflict of interest.
Article VI. Contracts, Checks, Funds, and Deposits
The Board of Directors may enter into contracts on behalf of the organization and may authorize agents to do so. All checks, drafts, or orders for the payment of money, notes and other instruments of indebtedness shall be signed by such officer or officers of the corporation as determined by the Board of Directors. In the absence of such determination, the Treasurer shall sign such instruments. In the absence of the Treasurer, the President may sign such instruments. All such instruments for sums in excess of five hundred dollars ($500.00) shall require the signature of two Officers of the Board of Directors.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such federally insured banks, trust companies. or other depositaries as the Board of Directors may select.
Article VII. Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, and other committees. All books and records of account of the Corporation may be inspected by any Member of the Board of Directors or his agent or attorney for any proper purpose at any reasonable time.
Article VIII. Fiscal Year
The Corporation’s Fiscal Year is between January 1 and December 31.
Article IX. Amendments
These By-Laws or any of them may be altered, amended or repealed, or new By-Laws adopted by the affirmative vote of a majority of the Directors present at any regular or special Board of Directors meeting, provided that notice of such alteration, amendment, repeal or addition shall be included in notice of any meeting at which such action is taken.
Adopted October 19, 2003
THIS IS TO CERTIFY that the above and foregoing By-Laws are the current By-Laws of the Second Chance League as enacted by its Board of Directors on October 19, 2003.
Dated this 19th day of October, 2003.
posted to the web Jan. 05. 2006