Bylaws of House Rabbit Connection, Inc.

ARTICLE I
CORPORATE ORGANIZATION

Section 1: Name

The name of the organization shall be “The House Rabbit Connection, Inc.,” hereafter referred to as “the Organization.”

Section 2: Mission Statement

“To take in adoptable abandoned rabbits, provide foster care, have them spayed or neutered and find quality, indoor homes for them while also educating the public and other organizations about rabbit care.”

The Organization may cooperate with other individuals and groups having similar goals, philosophies, and concerns.

Section 3: Location

The principal office of the Organization in the Commonwealth of Massachusetts initially shall be located at the place set forth in the Articles of Organization of the Corporation. The directors may change the location of the principal office in the Commonwealth of Massachusetts, which change shall be effective upon filing of a certificate with the Secretary of the Commonwealth of Massachusetts.

Section 4: Corporate Seal

The directors may adopt and alter an appropriate seal of the organization, bearing the words “House Rabbit Connection, Inc.

Section 5: Fiscal Year

The fiscal year of the Organization shall begin on June 1 of each year and end on May 31 of each year. The directors may change the fiscal year, which change shall be effective upon filing of a certificate with the Secretary of the Commonwealth of Massachusetts.

ARTICLE II
MEMBERSHIP

Section 1: Qualification

Membership shall be open to any person who pays his or her annual dues, with the following considerations. Members shall be those who are willing to act out of concern for the purposes of the Organization.

Section 2: Dues

Dues shall be established annually by the directors who may establish such a fee structure as is deemed appropriate to the Organization. Dues shall be paid annually at any time during the year.
All dues received, and any other income of the Organization, shall be dedicated to the tax-exempt purposes of the Organization and shall not inure to the benefit of any member of the Organization.

Section 3: Tenure

Each member shall continue to serve as a member for as long as he or she continues to pay his or her dues, until receipt by the Organization of a written resignation, or until termination. Any dispute regarding termination of membership for cause shall be resolved by the directors who shall meet and vote on the same.

Section 4: Duties and Powers

Members shall have all the rights, powers and duties vested in them by law, by the Articles of Organization and by these By-¬Laws. Members shall elect the directors as provided in Article III of these By-Laws. Members shall have such other rights, powers and duties as the directors may designate. Minimum voting age is 18. An individual may not hold more than one membership class.

There are four classes of membership. Each membership class receives a subscription to the Organization’s In Pursuit of Hoppiness newsletter.

A. Regular Membership is open to all persons 18 years of age or older. A Regular member pays dues, has one vote, may hold elected office, and has all the normal duties, obligations and responsibilities of a member in good standing.

B. Household Membership is open to all families. A family comprises two persons as habitually reside under one roof and form one domestic circle. A Household member pays dues, has up to two votes per membership (provided that the household contains two members eligible to vote), if 18 years of age or older may hold elected office, and has all the normal duties, obligations and responsibilities of a member in good standing.

C. Junior Membership is open to all persons under the age of 18. A Junior member pays dues, may not hold office or vote, and has all the normal duties, obligations and responsibilities of a member in good standing.

D. Honorary Membership may be conferred, by the Board of Directors, in recognition of special services or contributions to the Organization, or as a means of allowing them to serve in a way that will benefit and further the mission and objectives of the Organization, such as having some outstanding ability to serve in a guidance position to the Organization in the formulation of policy and/or the acquisition of operating funds. Honorary members may be elected to the Board of Directors and serve as members of the Board of Directors, but they may not serve as officers of the Organization unless there is a unanimous consent on the part of the Board of Directors for them to serve as officers.

Honorary membership shall be exempt from payment of dues and shall expire at the end of each fiscal year, unless otherwise resoled by the Board of Directors prior to that time. An Honorary member has one vote and has all the normal duties, obligations and responsibilities of a member in good standing.

Section 5: Meetings

A. Meetings of the members of Organization shall be annual and special. All meetings shall be held at the principal office of the Organization or at such other place or places as the directors shall determine.

B. Annual Meetings ordinarily shall be held on the 3rd Wednesday of June unless the President or directors shall set a different date which shall take place within a reasonable time thereafter, but no later than June 30.

C. Special Meetings may be called by the Clerk whenever directed by the President of the Organization, may be called at the request of a majority of the directors, or may be called at the written request of a quorum of members as defined in Section F.

D. Notice of Meetings shall be given in writing, stating the place, date and hour of the meeting. Such written notice shall be mailed to each member so as to be received at least two (2) days prior to the meeting. Notice of special meetings shall also state the purpose for which the meeting has been called, and notice thereof may be given by telephone communication at least one (1) day prior to the meeting.

E. An Agenda shall be prepared for each meeting. The Board of Directors, the President, or any three (3) members may cause any item to be placed on a meeting agenda. In the case of a Special Meeting, only those matters so placed on the agenda may be considered. Items for the agenda shall be communicated to the Clerk at least fourteen (14) days before any annual meeting, and at least two (2) days prior to any special meeting.

F. A Quorum shall be required to conduct business at any meeting of the members. Ten (10%) percent of the membership, but not less than three (3) members shall constitute a quorum. If a quorum shall not be present at any meeting, the members may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The vote of a majority of the members present at any meeting at which a quorum is present shall decide any question properly brought before the meeting, except as otherwise provided by these By- Laws, the Articles of Organization, or the laws of the Commonwealth of Massachusetts.

G. Action by Written Consent may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consent shall be treated for all purposes as a vote at a meeting.

H. A Vote by Mail on any issue properly before the members may be taken by the directors by mailing an official ballot to each paid member with each question to be voted. Communication of the vote results shall be placed in the minutes of both the next membership meeting and the next directors meeting.

Section 6: Resignation

A member may resign by delivering his or her written resignation to a director of the Organization, or by mailing to the Organization. Such resignation shall be effective upon receipt, unless specified to be effective at some other time. Acceptance of resignation shall not be necessary to make it effective, unless it so states.

ARTICLE III
BOARD OF DIRECTORS

Section 1: Qualification, Number and Election

A Director must be a member. The members annually, at their Annual Meeting or any special meeting held in lieu thereof, shall fix the number of directors at not less than seven (7) and shall elect the number of directors so fixed, according to the number of open seats as defined in Article III, Section 2.

Section 2: Term of Office

Each director shall be elected for a term of three (3) years, except those initially elected whose number shall be divided as nearly as possible into three (3) equal groups, such that the terms of one-third (1/3) of the number shall expire each year. Directors may serve an unlimited number of terms, provided they are elected and reelected as defined in Article III, Section 1. Terms shall commence with the first meeting of the Board of Directors following the Annual Meeting of the members at which such director has been elected.

Section 3: Duties and Powers

The affairs of the Organization shall be managed by the directors who shall have and may exercise all the powers of the Organization, except those powers reserved to the members by law, the Articles of Organization or these By-Laws.

Section 4: Committees

The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. Any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By-Laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.

A. Other Standing Committees shall manage the important topics of membership, development, fostering, adoption, education, events, the newsletter, and any other priority areas defined by the Board of Directors. The duties and powers of all standing committees shall be set forth by written policy developed by the Board of Directors and each committee. The President shall appoint the chairperson of each standing committee from the Board of Directors.

B. Ad-Hoc Committees shall be established by the Directors as needed and shall be discharged when the committee’s task has been completed. The President shall appoint the chairperson from the membership.

Section 5: Meetings

A. Meetings of the directors of the Organization shall be annual, bi-monthly and special. All meetings shall be held at the principal office of the Organization or at such other place or places as a majority of the members of the Board of Directors or the President shall determine.

B. Annual Meetings ordinarily shall be held immediately following the Annual Meeting of the members unless the President or directors shall set a different date which shall take place within a reasonable time thereafter, but no later than June 30.

C. Bi-Monthly Meetings shall be held once every other month following the Annual Meeting of the directors or at such other time as the President or directors shall set, but no later than two months after an annual or bi-monthly meeting of the directors.

D. Special Meetings may be called by the Clerk whenever directed by the President of the Organization, or shall be called at the request of a majority of the directors.

E. Notice of Meetings shall be given in writing, stating the place, date and hour of the meeting. Such written notice shall be mailed to each director so as to be received two (2) days prior to the meeting. Notice of Special Meeting shall also state the purpose for which the meeting has been called, and notice thereof may be given by telephone communication at least one (1) day prior to the meeting.

F. An Agenda shall be prepared for each meeting. The Board of Directors, the President, or any three (3) general members may cause any item to be placed on a meeting agenda (after having first attempted to go through the relevant committee chair). In the case of a Special Meeting, only those matters so placed on the agenda may be considered. Items for the agenda shall be communicated to the Clerk at least fourteen (14) days before any annual meeting, and at least two (2) days prior to any special meeting.

G. A Quorum shall be required to conduct business at any meeting of the directors. Two-thirds of the directors shall constitute a quorum. If a quorum shall not be present at any meeting, the directors may adjourn the meeting from time to time without notice other than an announcement at the meeting, until a quorum shall be present. The vote of a majority of the directors present at any meeting at which a quorum is present shall decide any question properly brought before the meeting, except as otherwise provided by these By-Laws, the Articles of Organization, or the laws of the Commonwealth of Massachusetts.

H. Action by Written Consent may be taken without a meeting if all directors entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.

I. Attendance by each director at all meetings is required in order to assure the proper discharge of the duties of the Board of Directors. Unexcused absences at two (2) consecutive meetings shall be a ground for removal of a director.

J. Telephone/Electronic Conference Meeting. The directors or the members of any committee may, if necessary, participate in a meeting of the directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at such meetings.

Section 6: Suspension and Removal

A. The Board of Directors may, at its discretion, for cause suspend or remove any director at any duly-called board meeting by a majority vote of those present and voting.

B. The general membership may, at its discretion, for cause suspend or remove any director at any duly-called membership meeting by a majority vote of those present and voting.

Voting may be by secret ballot. Prior to any vote on the question of suspension or removal, the board member subject to any vote on the question of suspension or removal shall be given an opportunity to be heard. For the purposes of these By-Laws, the term “for cause” shall mean for any reason other than one which is wholly frivolous, unsubstantial or immaterial.

Section 7: Resignation

A director may resign by delivering his or her signed, written resignation to an officer or director of the Organization, or by mailing to the mailing address of the Organization. Such resignation shall be effective upon receipt, unless specified to be effective at some other time. Acceptance of resignation shall not be necessary to make it effective, unless it so states.

Section 8: Vacancies

Interim vacancies of the elected directors created by death, removal, resignation or other cause, may be filled by action of the President of the Organization. Directors so elected shall hold office for the remaining portion of the regular term pertaining to the office so vacated.

Section 9: Compensation

Directors shall serve without salary/compensation. Directors may not be compensated for rendering services to the Organization in any capacity other than Director unless such other compensation is appropriate, reasonable and is allowable under the provisions of these By-Laws. Reimbursement issues shall be set forth in the separate reimbursement policy as established by the Board of Directors.

ARTICLE IV
OFFICERS

Section 1: Number and Qualification

An officer must be a director. The officers of the Organization shall be the President, Vice-President, Treasurer, Assistant Treasurer, Clerk and Assistant Clerk and such other officers as the directors may determine.

Section 2: Election and Term of Office

The officers shall be elected by a majority vote of those directors present and voting at the Annual Meeting of the Board of Directors, or at any Special Meeting called for that purpose. The officers of the Organization shall hold office until the next Annual Meeting of the Board of Directors, or until their successors take office.

Section 3: Suspension and Removal

The Board of Directors may at its discretion suspend or remove for cause any officer of the Organization and may appoint a successor to fill the vacancy. Any officer removed for cause shall first be given an opportunity to be heard.

Section 4: Resignation

An officer may resign by delivering his or her signed, written resignation to an officer or director of the Organization, or by mailing to the mailing address of the Organization. Such resignation shall be effective upon receipt, unless specified to be effective at some other time. Acceptance of resignation shall not be necessary to make it effective, unless it so states.

Section 5: Vacancies

If the office of any officer becomes vacant, the directors shall elect a successor. Each such successor shall hold office for the unexpired term.

Section 6: Compensation

Officers shall serve without salary/compensation. Officers may not be compensated for rendering services to the Organization in any capacity other than Officer unless such other compensation is appropriate, reasonable and is allowable under the provisions of these By-Laws. Reimbursement issues shall be set forth in the separate reimbursement policy as established by the Board of Directors.

Section 7: President

The President shall preside at all meetings of the general membership, of the Board of Directors, and of such other committees as the Board of Directors deems necessary. The president shall appoint the chairpersons of all committees except as otherwise provided by these By-Laws. However, the President shall not chair any standing committee. The President shall cause to be prepared, at least annually, a report of the condition of the Organization and its endeavors.

Section 8: Vice-President

In the event of the absence or disability of the President, the Vice-President shall act as President, and when so acting shall have all the powers and authority inherent in the office of the President.

Section 9: Treasurer

Subject to the direction and supervision of the Board of Directors, the Treasurer shall have general charge of the financial concerns of the Organization. The Treasurer, or his or her designee, shall have custody of all books of accounts, all funds, and documents of the Organization including but not limited to all deeds, plans, contracts, and other instruments. He or she shall cause to be kept an accurate account of all income, receipts, donations, bequests, devise, assets and expenditures; shall cause a report to be made regularly, but at least quarterly, to the Board of Directors, and to such other person or committee as may be requested by the Board of Directors; shall cause to be submitted at the Annual Meeting a year-end financial report of the Organization; and shall have the power to endorse for deposit all checks or obligations payable to the Organization or its order and shall have, subject to the approval of the Board of Directors, the power to draw checks on the accounts of the Organization. Other officers or directors may be given and may be revoked the power to endorse and draw checks on the accounts of the Organization, if deemed necessary by a majority vote of the directors.

Section 10: Assistant Treasurer

In the event of the absence or disability of the Treasurer, the Assistant Treasurer shall act as Treasurer, and when so acting, shall have all the powers and authority inherent in that office. Otherwise, the Assistant Treasurer shall have the power to endorse for deposit all checks or obligations payable to the Organization or its order and shall have, subject to the approval of the Board of Directors, the power to draw checks on the accounts of the Organization.

Section 11: Clerk

The Clerk shall record the Minutes of all meetings of the general membership, of the Board of Directors, and of such other committees as the Board of Directors deems necessary. He or she shall, in addition, attest to the validity of the By-Laws, the Minutes of meetings, votes taken, and of all matters pertaining to or having to do with the Organization where such attestation may be necessary or required for legal or other purposes. The Clerk shall forward all notices of meetings to the members of the Organization and to the directors as required by these By-Laws. The Clerk shall act as legal custodian of all Organization correspondence. The clerk shall be a resident of the Commonwealth of Massachusetts unless the Organization has appointed a Resident Agent by virtue of filing a certificate with the Secretary of the Commonwealth of Massachusetts.

Section 12: Assistant Clerk

In the event of the absence or disability of the Clerk, the Assistant Clerk shall act as Clerk, and when so acting, shall have all of the powers and authority inherent in that office. Otherwise the Assistant Clerk shall have the power to perform those duties of the Clerk as the latter may from time to time authorize and delegate.

ARTICLE V
MANAGEMENT AND GOVERNMENT

Section 1: Procedure

Parliamentary procedure shall be carried on at meetings, and every effort will be made to discuss any measures coming before the group. Meetings shall be governed by Robert’s Rules of Order except as otherwise provided by these By-Laws.

Section 2: Voting

At all meetings all votes shall be by acclamation, except that on the request of any member, voting may be by a show of hands or by secret ballot.

Section 3: Activities not Permissible

The organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under section 501(c) (3) or corresponding provisions of any subsequent federal tax laws.

Section 4: Change of Personnel

Retiring officers, board members and committee chairs shall turn over to his/her successor in office all properties and records relating to that office within 30 days after election/appointment.

ARTICLE VI
PERSONAL LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Except for willful misconduct, fraud or gross negligence, the members, directors and officers of the Organization shall not be personally liable for any debt, liability or obligation of the Organization. All persons, corporations or other entities extending credit to, contracting within, or having any claim against the Organization, may look only to the funds and property of the Organization for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Organization.

Any officer or director who is involved in the negotiation of any contracts, financial obligations or any type of legally binding document shall make his or her capacity as an officer or director of the Organization clearly known to all parties, and shall sign any and all documents only in said capacity.

The Organization shall indemnify each director, officer, employee and other agent and each person who formerly served in such capacity and each person who serves or may have served at the request of the Organization as a director, officer, employee or other agent of another organization in which this Organization has an interest against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any action, suit or proceeding to which he or she may be made a party, or in which he or she may become involved, by reason of his or her being or having been a director, officer, employee or other agent of the Organization, or at its request of any such other organization, whether or not he or she is still serving in such capacity at the time of incurring such expenses or liabilities, except in respect to matters as to which he or she shall be finally adjudged in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was gross negligence or willful malfeasance; provided, that in the event of a settlement of any such action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Organization is advised by written opinion of independent legal counsel that the directors, officer, employee or other agent to be indemnified did not commit a breach of duty owed to the Organization and only if a majority of disinterested directors approves the settlement and indemnification as being in the best interests of the Organization. Such indemnification may include payment by the Organization of expenses incurred in defending a civil or criminal action or preceding in advance of the final disposition of such action or proceeding, upon receipt by the Organization of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification hereunder. The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which any person indemnified pursuant to this section may be entitled under any agreement or pursuant to any vote of the Board of Directors or otherwise.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered, amended or repealed in whole or in part by vote of a majority of the directors then in office, except with respect to any provision thereof which by law, the Articles of Organization or these By-Laws requires action by the members. Not later than the time of giving notice of the meeting of members next following the making, amending, or repealing by the directors of any By-Laws, notice thereof stating the substance of such change shall be given to all members. The members may alter, amend or repeal any By-Laws adopted by the directors or otherwise, or adopt alter, amend or repeal any provision which by law, the Articles of Organization or these By¬-Laws requires action by the members.

ARTICLE VIII
DISSOLUTION

The organization may be dissolved at any time by the written consent of a ¾ majority of the Board of Directors after having a Special Meeting of the general membership with regard to the proposed dissolution. In the event the Organization shall be dissolved, its net assets shall be donated to a non-profit charitable organization with purposes similar to those of the Organization and qualified as tax exempt by the Internal Revenue Service.

REVISED 9/2012