The board of directors has the power to determine the location of the corporation's principle place of business and registered office, which need not be the same location. The board of directors also has the power to designate the corporation's registered agent, who may be an officer or director.
The membership of this corporation shall be open to all individuals, persons, corporations, proprietorships, associations, partnerships, and clubs interested in the promotion of the objectives and purposes of this corporation and whom are deemed qualified for membership under the terms established by the board of directors and have met all conditions for membership. The board of directors shall set forth length of membership, membership classes, and associated fees.
Members in this corporation do not possess voting rights.
Meetings will be held at least once annually. Members shall be notified in writing at least fifteen days in advance of the time, place, and structure of meetings.
The affairs of the corporation will be managed by the board of directors. The board of directors will have all powers available under state law, including the power to appoint and remove officers, agents, employees, and members with exception of the founder; the power to borrow money on behalf of the corporation, including the power to execute any evidence of indebtedness on behalf of the corporation; and the power to enter into contracts on behalf of the corporation. These powers are vested in the majority decisions of the board of directors.
Except where otherwise required by law, the articles, or these bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.
The number of directors will be a minimum of three (3) and may be increased in a manner, which retains a capable majority vote. The number is currently three (3). Each director will hold office until formal resignation or dismissal by majority vote of remaining board members and founding officer acting as an ex officio member of the board for reasons of conflict resolution. The structure of the board will represent as even as possible a division between educational, medical and legal professionals, with other areas of expertise being added in such a way as to maintain the possibility of a simple majority vote. Additions to the board of directors shall be reviewed by the existing board members and approved by majority vote.
The annual board of directors meeting will be held on the second Saturday of January of every year at 6:00 pm. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next day.
Special meetings of the board of directors may be called at any time and for any purpose. These meetings may be called by either the president, the board of directors, or the founder. The request for a special meeting must be made in writing which states the time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all directors.
The board of directors has the power to designate the place for directors meetings. If no place is designated, then the place for the meeting will be the principle office of the corporation.
A quorum for directors meetings will be a majority of the directors. Once a qourum is present, business may be conducted at the meeting, even if directors leave prior to adjournment.
Each director will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater number is required by the Articles of Incorporation or state law. Adjournment shall be by majority vote. In the event of a tied vote by the board of directors on any matter, the founder may cast a single vote to decide the issue.
Any action which may be taken at a directors meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all directors.
A vacancy on the board of directors may be filled by majority vote of the remaining directors, even if technically less than a quorum. A director may be elected as interim director, and will hold office until the next annual board of directors meeting.
Each director owes a fiduciary duty of good faith and reasonable care with regard to all actions taken on behalf of the corporation. Each director must perform her/his duties in good faith in a manner which she/he reasonably believes to be in the best interests of the corporation, using ordinary care and prudence.
The officers of the corporation will include a president, vice-president, secretary, and treasurer. Any two or more offices may be held by the same person.
The officers of the corporation will be appointed by the directors at the first meeting of the board of directors. Each officer will hold office until death, resignation, or removal by the board of directors.
Any officer, with the exception of a founding member, may be removed by the board of directors, with or without cause. Appointment of an officer does not create any contract rights for the officer.
A vacancy in any office for any reason may be filled by the board of directors. An interim officer may be appointed by the board of directors to serve until the next annual meeting of the board.
The president is the principle executive officer of the corporation and is subject to control by the board of directors. The president will supervise and control all of the business and activities of the corporation. The president will preside at all member and directors meetings, and perform any other duties as prescribed by the board of directors.
If the president is absent, dies, or is incapacitated, the vice-president will perform the duties of the president. When acting for the president, the vice-president will have all of the powers and authority of the president. The vice-president will also perform any other duties as prescribed by the board of directors and/or the president.
The secretary will keep the minutes of all member and directors meetings. The secretary will provide notices of all meetings as required by the by-laws. The secretary will be the custodian of the corporate records and corporate seal. The secretary will keep a list of all corporate members, directors, and officers addresses. The secretary will also perform any other duties as prescribed by the board of directors and/or the president.
The treasurer will be custodian of all corporate funds and securities. The treasurer will receive and pay out funds which are receivable or payable to the corporation from any source. The treasurer will deposit all corporate funds received into the corporate bank accounts as designated by the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors.
The salaries of the officers will be fixed by the board of directors and may be altered at any time by the board.
The board of directors will determine accounting methods and fiscal year of the corporation. All checks, drafts, or other methods for payment shall be signed by an officer determined by a resolution of the board of directors. All notes, mortgages, or other evidence of indebtedness shall be signed by an officer determined by a resolution of the board of directors. No money will be borrowed or loaned by the corporation unless authorized by a resolution of the board of directors. No contracts will be entered into on behalf of the corporation unless authorized by a resolution of the board of directors. No documents may be executed on behalf of the corporation unless authorized by a resolution of the board of directors. A board of director’s resolution may be for specific instances or a general authorization.
To the full extent permitted by the Georgia Nonprofit Corporation Act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought, including any such proceeding by or in the right of the corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director of the corporation, shall be indemnified by the corporation by an affirmative vote of a majority of the directors present at a duly called meeting of the board of directors, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The indemnification shall inure to the benefit of the heirs, executors, and administrators of such person.
Neither the GRARE nor its members will act as a rescue agent by themselves. Federal, State, and local animal control agencies shall be the only recognized rescue agents in suspected abuse cases. The GRARE and its members reserve the right to report suspected abuse and illegal possession cases to Federal, State, and/or local authorities. Abuse is construed as including cruelty or willful and blatantly improper husbandry.
The GRARE will accept herpetofauna from the general public on the condition that ownership is relinquished in writing. When deemed healthy, such animals will be placed for adoption under the auspices of the GRARE guidelines or retained for use in educational programming.
At no time shall more than 80% of the facilities capacity be taken up by non-indigenous species. The rescue/rehabilitation needs of indigenous species shall at all times outweigh the demands for non-indigenous species rehabilitation.
The board of directors may from time to time adopt, amend, or repeal all or any of the bylaws of this corporation through a majority vote, with the exception that no amendments may be adopted to allow the removal of the founding member.
These By-Laws were approved and ratified by unanimous vote of the board of directors of this corporation on the thirteenth of January 2001.
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