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Article 1.


The title of this not-for-profit organization shall be Helping Hands 4 Paws (HH4P)

Article 2.


Section 1. The purpose of this organization shall be to aid in the reduction of the pet over population by partnering overcrowded open admission shelters with rescues and limited admission shelters with the goal of eliminating euthanasia of healthy, adoptable animals. This organization shall partner groups with similar missions, philosophies and protocols to ensure permanent re-homing of animals accepted into its programs. This organization shall strive to elevate the standard of responsible pet ownership and promote aggressive spay/neuter programs through outreach and education.

Section 2. POLICY: Policy will be determined by a majority vote of the Officers and Board members of Helping Hands 4 Paws.

Article 3


Section 1. The Corporation shall have two classes of members: Voting and Non-voting.

Voting members will be required to fill out an application and must have the sponsor signatures of at least two (2) voting Members. The application for Voting Membership must be approved by the Board of Governors by a 2/3 vote. A Voting member shall be those persons meeting each of the following conditions: 1) who identify with the purposes of the Corporation through work and activities for or on behalf of the Corporation and/or make monetary contributions to the Corporation, and 2) who meet such other criteria as may be established from time to time by the board of directors, all as determined by that board in its sole discretion. The number of voting members shall not exceed one hundred (100) persons, except with the approval of the board of directors.

Non-voting membership shall be open to all persons meeting each of the following conditions as determined by the board of directors in its sole discretion: 1) who identify with the purposes of the Corporation through contributions to or through work and activities on behalf of the Corporation, and indicate in writing their desire to become a non-voting member of the Corporation, and (2) who meet such other criteria as may be established from time to time by the Corporation's board of directors in its sole discretion. The number of persons who may become non-voting members of the Corporation shall be fixed, from time to time, by the board of directors of the Corporation. The voting members shall be entitled to vote for the election of the board of directors of the Corporation, on such matters at any annual or special meeting of the members as the board of directors shall designate and on such other business of the Corporation which, under the laws of the State of New Hampshire, require a vote by members of the Corporation. Non-voting members shall have no right to vote on any matters pertaining to the organization, existence or business of the Corporation. The board of directors of the Corporation shall have the right to terminate the membership and privileges of any voting or non-voting member, if it believes, in its sole discretion and without restriction, that such termination is in the best interest of the Corporation

Section 2. Dues. Members shall pay dues annually to the organization. The amount of such dues shall be fixed from time to time by the board of directors (the board). Failure to pay such dues promptly after thirty (30) days' written notice that payment is overdue shall result in automatic termination of membership.

Section 3. Tenure. Membership shall terminate for nonpayment of dues, death, submittal of a letter of resignation to the secretary, or expulsion.

Section 4. Expulsion. Any member(s) may be expelled by the board at a special board meeting called for that purpose, provided that notice of such action is clearly set forth in a letter mailed to all board members, and by certified mail to the member(s) in question, not less than fourteen (14) days prior to the meeting. The member(s) may appear and be heard at the special board meeting and may be represented by counsel. Voting shall be by ballot, a majority of the total board membership shall be present, and a two-thirds (2/3) vote of the board members present shall be required for expulsion. Any individual convicted of animal abuse or neglect shall be automatically expelled.

Section 5. Reinstatement. A former member may request reinstatement by submitting the request in writing to the secretary with payment of applicable fees and current dues. The board shall approve or reject the request for reinstatement.

Section 6. Dissolution. No member shall be entitled to share in the distribution of HH4P assets upon dissolution of the organization.

Section 7. Fiscal Year. The fiscal year shall be from January 1 to December 31.

Article 4


Section 1. Officers. The officers of HH4P and of the board shall be the same. The officers shall be President, a Vice President, a Secretary, and a Treasurer.

Section 2. Eligibility. A person shall have been a member of HH4P for at least one (1) year and shall be a member in good standing to be eligible for an office.

Section 3. Nominations. Nominations for an office shall be submitted in writing to the chair of the nominating committee by the deadline established by the committee. A candidate for an office shall give consent in writing to the nominating committee chair.

Section 4. Elections. The officers shall be elected by ballot, by majority vote, at the annual meeting of the board. The term of office shall be one year, commencing May 1st. Should a vacancy occur in any office except President, the Board of Directors shall appoint a member to that office for the balance of the un-expired term. The Vice President shall fill the office of President for the remainder of the term should the President be unable to serve for any reason. All Officers must be Members in good standing of the organization.

Section 5. Tenure. The term of office shall be for one year or until the officer's successor is elected and qualified.

Section 6. Vacancies. In the event of a vacancy in the office of President, the Vice-president shall assume the office of President. The board shall fill a vacancy in any other office. An officer who has served more than half of a term of office shall be regarded as having served that term.

Section 7. Responsibility of Officers to be Active; A member holding any office is required to vote on at least 75% of the issues presented during her/his time in office, and is expected to be an active participant in organization activities.

Section 8. Removal: Any officer elected or appointed by the Board may be removed by a 2/3 majority vote of the Board whenever in its judgment the organization's best interests would be served thereby.

Section 9. Expenses: Expenses incurred in connection with performance of officer's duties may be reimbursed to officers upon approval of the Board.

Article 5

Duties of the Officers

Section 1. President. The President shall be the chief executive officer and shall have such powers as may be reasonably associated with the office and such other duties as shall be prescribed by statute, the Articles of Agreement, or the bylaws. The President shall preside at all meetings of the organization and of the board and shall be an ex-officio member of all committees except the nominating committee. The President shall submit at the annual meeting a written report on HH4P activities. The President shall appoint such special committees as may be authorized by the board. The President shall provide leadership, support the other officers and perform all other functions consistent with her/his office.

Section 2. Vice President. The Vice President shall ensure that all books, reports, and certificates as required by law are properly kept or filed. A master list of all dogs, adoptions, and adoption fees shall be kept by the vice president, who shall also coordinate the activities of committees responsible for placing dogs for adoption. The Vice President shall assume the Presidency should the President be unable to fulfill the requirements of that office or should the President be removed from office the Vice President shall act in the stead of the President in all respects whenever the President is absent or unable to fulfill the duties of office. the Vice President shall chair committees as appointed by the President.

Section 3. Secretary: The Secretary shall be the organization's recording and corresponding officer and shall take and keep accurate minutes of all meetings of the organization and the board. The Secretary shall send notices of annual and special meetings to members of the organization and shall notify the board members of all board meetings. The Secretary shall file any certificates required by any federal or state statute. The Secretary shall conduct all correspondence, unless otherwise provided for, and may report on correspondence addressed to the HH4P Secretary, to the board, or to the membership. The Secretary shall be authorized to perform all such other duties as are incident to the office. The Secretary shall maintain club-related electronic files and paper copies which shall be passed on to the next elected Secretary. The Secretarty shall maintain a current and accurate membership list with mailing addresses, telephone numbers, and electronic addresses. The Secretary shall maintain copies of all membership e-mail votes for one year and pass any of these aged less than one year to the next Secretary. The Secretary shall keep the members informed of all pertinent information received as soon as reasonably possible after receipt and in time for discussions prior to a vote when a vote is called for. The Secretary shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. The Secretary shall be responsible for providing an application for membership to all potential new members . The Secretary shall receive membership applications and renewals and forward payments of dues to the Treasurer

Section 4. Treasurer: The Treasurer shall administer the finances of the organization. The Treasurer shall have custody of all organization moneys and shall open a two tiered bank account in the name of the organization, with the signature of the President required in addition to that of the Treasurer for amounts exceeding $500. The Treasurer shall keep account of all receipts and expenditures and ensure that there is a receipt for each expenditure. The Treasurer shall provide a yearly financial report in the first two weeks of April and as requested by the membership. The Treasurer shall also provide a detailed monthly report at each Board meeting. The Treasurer shall be responsible for reviewing all requests for hardship allowances on dues and shall present them to the Board with recommendations. The Treasurer shall be a member ex officio of the fund raising committee and shall help develop fundraising plans. The Treasurer shall be responsible for the mailing of dues reminders. The Treasureer shall send out a dues notice on January 2nd and will send reminder notices to those whose dues have not been received on January 15th. The notice shall specify that all dues are due by February 1st of each year.

.Article 6

Board of Directors

Section 1. Number and Powers of the Directors. The activities and affairs of Helping Hands 4 Paws shall be conducted and all corporate powers shall be exercised by or under the direction of a Board of Directors of seven (7) members of Helping Hands 4 Paws. A majority of the Directors then in office, but not less than three (3), shall constitutes a quorum for the transaction of business by the Board. The Board may delegate management of the activities of Helping Hand 4 Paws to any person or persons or committee, however composed, provided that the activities and affairs of Helping Hands 4 Paws shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. Executive Committee. The Board of Directors shall annually appoint the members of an Executive Committee, consisting of the President, Vice President and three (3) other Directors. The Board may appoint committees with a Director or active member as chair. These committees shall have the power and authority to act for the Board on such matters as the Board may delegate, except as prohibited by law or these Bylaws. A majority vote of the board members may at any time revoke any or all of the authority granted to a committee. The committees shall keep regular minutes of their proceedings and report the same from time to time as the Board may require. A majority of the members of each committee shall constitute a quorum for the transaction of business by that committee.

Section 3. Meetings. Regular meetings of the board shall be held at such time and place as established by the board but in no event fewer than four (4) times in each year.

Section 4. Special Meeting. The board may call a special meeting to deal with a specific issue, either on its own initiative or at the written request to the secretary from a HH4P's member. No business other than that stated in the call for the special meeting shall be transacted.

Section 5. Quorum. A quorum of the board shall be a majority of its members. If a quorum is not present, the meeting shall be adjourned immediately and the board meeting shall be rescheduled within two (2) weeks of the invalid meeting date. The secretary shall notify all board members of the new date at least five (5) days before the rescheduled meeting.

Section 6. Vote. Each director shall have one vote.

Section 7. Tenure. The term of office for each director shall be one (1) year or until the director's successor is elected and qualified.

Section 8. Removal. The board may remove any director for cause. If the board judges that sufficient cause for removal exists, then a special board meeting shall be called to vote on the removal of a director. Notice of the action to be taken shall be stated in a letter mailed to all board members, and by certified mail to the director in question, not less than fourteen (14) days prior to the meeting. The director in question may appear and be represented by counsel. Voting shall be by ballot, a quorum of the board membership shall be present, and a two-thirds (2/3) vote of the board members present shall be required for removal of a director.

Section 9. Budget. The board shall prepare and approve a budget for the ensuing year.

Section 10. Recommendations. The board, at its discretion, may make recommendations to the organization.

Section 12. Board Presentations. A member may attend a board meeting to present an idea or proposal, provided that the secretary has been notified at least five (5) days before the meeting and that time for a presentation is available on the meeting agenda.

Article 7

Meetings of the Organization

Section 1. Meetings. Meetings of the organization for any purpose may be held at such time and place as stated in the notice of the meeting.

Section 2. Annual Meeting. The annual meeting of the organization shall be held on a date and at a place and time set by the board, and written notice shall be given at least thirty (30) days in advance to all members. The purpose of the annual meeting shall be to introduce the board of directors, to receive reports of officers and committees, and to conduct any other business that may properly come before the meeting.

Section 3. Special Meeting. A special meeting of the organization may be called by the president and shall be called by the president at the request of the board.

Section 4. Quorum. A quorum at any meeting of the organization shall consist of the members present in person and including a majority of the board.

Section 5. Notice. Written notice of a meeting of the organization shall be directed to each member at least fourteen (14) days before the date set for the-meeting.

Article 8


Section 1. Committees. The board may establish standing and special committees as it deems necessary or advisable and may define the powers and duties thereof.

Section 2. Appointments. The board shall appoint all standing committee members for a term of one year. The president may appoint special committees as authorized by the board, which shall also establish the terms of the special committees.

Section 3. Vacancy. The board shall fill a vacancy in any standing committee. The president may fill a vacancy on a special committee

Section 4. Standing Committees. There shall be the following standing committees nominating committee.

Section 5. Nominating Committee. A nominating committee of no less than three (3) and not greater than five (5) members shall be appointed by the board at the first meeting following the annual meeting. The nominating committee shall annually select not less than five (5) or more than eleven (11) candidates for the board. The nominating committee shall review the nominations received from the membership, select and vote on each candidate, establish a list of alternates, contact prospective candidates to familiarize them with the duties and obligations of office, provide any requested information, and draft and vote on questions to be asked of the candidates. The committee shall prepare a ballot listing the candidates in alphabetical order. The ballots shall be submitted to the secretary at least five (5) weeks before the annual meeting of the organization.

Section 6. Nomination, Election and Term of Office

6A: Nominations

Any active Helping Hands 4 Paws member interested in being nominated for the board must submit a letter of interest to the chair of the Nominating Committed at least 12 weeks before elections. An active member is one who has been a member for at least 60 days and participated in at least one Helping Hands 4 Paws activity in the past 60 days. Inactive members or nonmembers will not be considered for board positions. Nominations will be made based on a majority vote of the Nominating committee.

6B- Elections

Elections are to be held annually, A ballot with all nominations will be sent to all members in good standing. Each nominee will compose a statement that will be included with the ballot. so all members will be informed about the people they are voting for. All members will be given at least two (2) weeks to return the ballots for counting. The date the ballot is due and the address where is should be sent will be written on the Ballot. Ballots will be counted by an active member who has not been nominated for the board. The results will be made available to all members of Helping Hands 4 Paws within two (2) weeks of the date that all ballots were to be returned for counting.

Article 9


Section 1. Purpose. An advisory board shall be established with whom the HH4P board may consult on matters of special interest.

Section 2. Membership. Upon invitation from the board, an advisory board of no less than three (3) or more specialists may be appointed.

Section 3. Term. The term of office shall be for one (1) year unless determined otherwise by the board.

Section 4. Rights. An advisory member may attend board meetings, without vote, and shall receive copies of the minutes, financial statements, and other relevant information concerning HH4P activities. Advisory members may be asked to participate in special HH4P projects.

Section 5. Vacancy. The board may fill a vacancy occurring on the advisory board.



Section 1. Dissolution. If the organization is dissolved, all the remaining assets shall be distributed, after payment or provision for payment of liabilities, to another Shelter or Rescue Organization so long as the organization selected qualifies as an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. If the selected organization fails to qualify at the time of such dissolution, the assets of HH4P shall be distributed to a public charitable organization that is interested primarily in the welfare of dogs and that does qualify as an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. A majority of the board shall decide which organization is to receive any assets.



Section 1. Any volunteer, director, or officer Of the organization now or hereafter serving as such shall be indemnified, according to NH RSA 508:16 and 508:17, by the organization against any and all claims and liabilities to which he/she has or shall become subject by reason of any action alleged to have been taken, omitted, or neglected by him/her as a volunteer, director, or officer. The organization shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability. However, no such person shall be indemnified against or be reimbursed for an expense incurred in connection with any claim or liability arising out of his/her own willful misconduct or gross negligence. The volunteer, director, or officer shall sign a voluntary immunity form as provided in RSA 508:17. The form shall be approved by the board


Parliamentary Authority

Section 1. Parliamentary Authority. The rules contained in the current edition of "Robert's Rules of Order - Newly Revised" shall be the parliamentary authority in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the organization may adopt, the Articles of-Agreement, or statute.



Section 1. Amendments. These bylaws may be amended by a two-thirds (2/3) vote of the board present and voting at any annual or special meeting of the board called for that purpose, provided that at least thirty (30) days notice, including the full text of the proposed amendments, shall be given in the call to the meeting. Unless otherwise specified, amendments or a revision to the bylaws shall take effect at the close of the meeting at which they have been adopted.

Approved 5/29/2002

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