The International Hedgehog Association
We love hedgehogs and it shows
Home
How to Join
Constitution & bylaws
The Board of Directors
Committees
Photo Gallery

IHA News

Sample Articles

IHR Registry
Introduction to Hedgehogs
Rescue
Basic Care
Shows
Understanding Colors
Member Breeders
Breeding
Links
Contact Us

 

 

Hedgehog Facts:

The IHA was formed in late 1999 to replace the International Hedgehog Fancier's Society, created 4 years prior, in an effort to meet the growing needs of the fancy

ARTICLES OF INCORPORATION FOR

INTERNATIONAL HEDGEHOG ASSOCIATION
 
 

ARTICLE I

NAME

The name of the Corporation is "The International Hedgehog Association,  Incorporated."
 
 

ARTICLE II

AUTHORITY

The Corporation is organized pursuant to the provisions of the laws of the State of Colorado as pertains to nonprofit corporations.
 
 

ARTICLE III

MEMBERS

The Corporation will have members.
 
 

ARTICLE IV

PURPOSE

The purpose of the Corporation is to practice and promote the education of the general public in the care and betterment of and to facilitate the rescue, welfare, and care of animals, specifically hedgehogs, in the international setting.
 
 

ARTICLE V

DEFINITIONS

For the purpose of legal interpretation in the state of Colorado and Colorado nonprofit corporation laws, the term "hedgehog" shall be construed to mean those animals specifically designated in the order of Insectivora, and any animal deriving as a species or subspecies there from. 
 
 

ARTICLE VI

LIMITATIONS OF CORPORATE POWERS

The Corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the Corporation and no part of its net earnings shall inure to the benefit of or be distributable to any officer, member, or other private individual. The Corporation shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other activity except in furtherance of the purposes stated above for which the Corporation is organized. 
 
 

ARTICLE VII

EXECUTIVE BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by an Executive Board of Directors. The method of appointment of the Executive Board of Directors shall be determined by the bylaws of the Corporation.
 
 

ARTICLE VIII

INITIAL PRINCIPAL OFFICE

The mailing address of the initial principal office of the Corporation is 16270 North County Road 25E, Loveland, Colorado, 80524, United States of America 
 
 

ARTICLE IX

REGISTERED OFFICE AND REGISTERED AGENT

The initial registered office of the Corporation is 16270 North County Road 25E, Loveland, Colorado, 80524, United States of America. The initial Registered Agent of the Corporation is Zug. G. Standing Bear.
 
 

ARTICLE X

INCORPORATOR

The name and address of the incorporator is: Zug. G. Standing Bear, 16270 North County Road 25E, Loveland, Colorado, 80524, United States of America 
 
 

ARTICLE XI

LIABILITY

Personal liability of all directors and members of the Corporation to the Corporation or its members for monetary damages for breach of duty of care and other duty as a director is hereby eliminated to the extent allowed by Colorado corporation laws or any successor statute(s).

Directors or members of the Corporation will be held personally liable for their acts if deemed to be misconduct, breach of duty, or irresponsible monetary liability to the Corporation, as determined by the Executive Board of Directors.
 
 

ARTICLE XII

BY-LAWS

Bylaws, enacted and implemented as specified therein, shall govern the basic and extended structure of the corporation.

IN WITNESS THEREOF, the undersigned executes these Articles of Incorporation this DAY day of MONTH, 1999.

Zug. G. Standing Bear

Incorporator
 
 
 
 

BY-LAWS - INTERNATIONAL HEDGEHOG ASSOCIATION

ARTICLE I

Members

Section A: Membership.

Active members of this corporation shall, by virtue of their membership, be entitled to all rights and privileges of this Corporation. Upon the resignation, termination, or removal of membership as hereinafter provided, that member shall cease to be a member of this Corporation.

Section B: Termination of Membership.

Upon termination from membership of this Corporation, the member shall surrender all documents in her or his possession belonging to the Corporation.

Section C: Membership Orientation and Rules.

Membership in this Corporation shall be open to all persons who support the goals of this organization and who qualify under one or more of the membership categories enumerated in Section E, below.

Section D: Fidelity to Charter and Bylaws.

All members shall abide by the Charter (Articles of Incorporation) and Bylaws of this Corporation and shall file an application for membership. Membership application files will be maintained by the Corporation designee.

Section E: Membership Categories. The following membership categories are established:

1. Member: A person over the age of 18 years who has been formally accepted for membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application. Members may vote and hold office in the Corporation.

2. Family Membership: A person over the age of 18 years who has been formally accepted for family membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application is designated the principal family member. Other members of the principal family memberís household may accrue Corporation benefits as determined by Corporate policies. Principal family members may vote and hold office in the Corporation.3. Rescue Membership: A person over the age of 18 years who has been formally accepted for rescue membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application is designated the principal rescue member. Other members of the principal rescue memberís organization may accrue Corporation benefits as determined by Corporate policies. Principal rescue members may vote and hold office in the Corporation.4. Breeder Membership: A person over the age of 18 years who has been formally accepted for breeder membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application is designated the principal breeder member. Other members of the principal breeder memberís organization may accrue Corporation benefits as determined by Corporate policies. Principal breeder members may vote and hold office in the Corporation.5. Life Member: Any member that has satisfied the requirements for membership in any of the above four categories may apply for life membership within that category. Upon acceptance by majority vote of the Corporation Board of Directors and payment of the lifetime dues in effect at the time of application, the member shall be designated a Life Member (Life Member, Life Family Member, Life Rescue Member, Life Breeder Member). Life membership status shall have the effect of relieving the life member from the paying of dues for the remainder of the life of the principal member or the life of the Corporation, whichever occurs first. Life members and principal organization life members (family, rescue, and breeder) may vote and hold office in the Corporation.

6. Youthful Member: A person up to and including the age of 18 who has been formally accepted for youthful membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application. Youthful members may not vote or hold office in the Corporation.

7. Veterinarian/Veterinary Clinic Member: An individual or an organization that employs an individual that is a veterinarian properly licensed by a state or province to practice veterinary medicine who has been formally accepted for veterinarian/veterinary clinic membership by majority vote of the Corporation Board of Directors and has paid the membership dues in effect at the time of application. Veterinarian/veterinary clinic members may not vote or hold office in the Corporation in this membership class, but may do so as a member in categories described in Article I, Section E, Paragraphs 1-5, above.

Section F: Office Holding.

All regular members or principal members of group membership categories of this Corporation are eligible to hold office in this Corporation, within the parameters set in these bylaws.

Section G: Applications for Membership.

1. Membership Application and Approval: Application for membership in this Corporation shall be on forms approved for such purposes by the Executive Board of Directors. As a minimum, the application form shall contain the full name of the applicant, the applicants complete mailing address, contact telephone number, and a statement declaring that the applicant has never been convicted in any court of animal cruelty, neglect and/or abuse. Applications shall be submitted to the Corporate designee or such committee as designated by the Executive Board of Directors, who shall recommend membership to the Executive Board of Directors. Membership, in order to be effective, must be approved by the Executive Board of Directors. Persons convicted in any court of animal cruelty, abuse, and/or neglect are ineligible for membership in the Corporation in any membership category.

2. Membership Credentials: Upon approval of the application for membership, the Corporate designee shall issue the approved membership identification credentials, to include a membership number and membership card to the new member.

Section H: Membership Records and Record Accountability.

Persons accepted for membership in this Corporation under the provisions of these bylaws will be assigned a permanent membership number that shall not be reassigned to any other person. A permanent file of the membership documents, including application and any other papers generated pertaining to that member, shall be maintained by the Corporate designee. These records shall be considered confidential. Member's records may be reviewed by the individual member, the Executive Board of Directors, and/or appointed office-holders only in relation with official duties of the Corporation.

Section I: Compliance with By-Laws.

Each member shall be provided with a copy of these bylaws. It shall be the responsibility of each member to read and understand these bylaws. A substantiation of alleged violation(s) of the terms of these bylaws may result in disciplinary action as determined by the published policies of the Executive Board of Directors. Members called to account for alleged bylaw violation(s) by the Executive Board of Directors may present arguments in their defense to the Executive Board of Directors, whose decision shall be final in these matters.

Section J: Termination of Membership.

The Executive Board of Directors may revoke membership of any member under the following circumstances:

1. Failure to comply with the Charter of this Corporation, its bylaws, and/or its published policies.

2. Conviction in any court of animal cruelty, neglect, and/or abuse.

3. Making a false statement on an application for membership in this Corporation.
 
 

ARTICLE II

Annual Meeting and Regular Meetings of Members

Section A: Annual Meetings.

The annual meeting of the members of this Corporation shall be held in a place designated by the Executive Board of Directors.

Section B: Notice of Annual Meetings.

Notice of the annual meeting must be provided to members by the Executive Board of Directors or the Corporate designee by mail to the member's address as listed with the Corporation at a minimum of three months prior to the scheduled meeting, which shall include the date, time, and place of the meeting. Members are responsible for maintaining a current mailing address with the Corporation.

Section C: Other Meetings.

In addition to the annual meeting of the members, there may be other meetings held at the discretion of the Executive Board of Directors, providing a notice of such meeting is provided to all members in accordance with Section B, above. Regular meetings of the Executive Board of Directors must be announced at least two months in advance and may be conducted electronically (via teleconferencing, the Internet, etc.). Board deliberations concerning the changing of these bylaws must be announced to the membership via mail at least three months prior to the meeting and a vote on any charter or bylaws change may only be voted upon at the Annual Meeting of Members.

Section D: Decision-Making Authority and Decision Process.

1. Decision-Making Authority: Decision-making authority rests with the Executive Board of Directors on a majority vote basis. At their discretion, the Executive Board of Directors may elect to authorize voting of the membership on one or more issues and decisions. In such cases, each member shall be entitled to one vote.

2. Voting Process and Proxies: Votes may be cast in person or by signed proxy by members in good standing mailed to the Secretary of this Corporation, and voted by the Secretary. Valid proxies must carry the members membership number, the date of the authorization, as well as the date of the meeting at which the proxy will be voted. Proxies must be announced and checked by the Secretary prior to the announced time of the meeting. The original proxy will be required to vote and no copies will be accepted.

3. Membership Voting Quorum: A quorum of the voting membership will consist of ten percent of the voting members of the Corporation in good standing.
 
 

ARTICLE III

Officers and Officials

Section A: Executive Board of Directors.

1. Composition of the Executive Board of Directors: The Executive Board of Directors shall consist of not less than five or more than eight members. Directors holding more than one position shall be entitled to only one vote.

2. The Founding Executive Board of Directors: The Founding Executive Board of Directors shall be those directors that founded the Corporation. The founding directors may hold their corresponding office in the Corporation until voluntary resignation, removal from office via certification election of members, death, debilitation, and/or losing qualification for membership in the Corporation.

3. Terms of Founding Directors: The terms of office of founding directors shall number two or three years, depending upon the position. All subsequent positions occupy two year terms of office. The founding executive board positions hold office as follows:

a. President (chief executive officer): Three year term expires in December, 2002

b. First vice president (public education): Two year term expires in December, 2001

c. Second vice president (rescue): Three year term expires in December, 2002

d. Third vice president (membership): Two year term expires in Dec., 2001

e. 4th vice president (breeder education/registry): Three year term expires in 12/2002

f. 5th vice president (research and development): Two year term expires 12/2001

g. Treasurer (chief financial officer): Three year term expires in Dec., 2002

h. Secretary: Two year term expires in Dec., 2001

4 Vacancies:  Any Director may resign effective upon giving written notice to the President or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed to take office when the resignation becomes effective.

5. Appointment of New Directors: New directors shall be appointed by a 75% vote of the present Executive Board of Directors members and shall serve until the next scheduled certification election date for the particular Director position (December 31st of the next even year for President, Second Vice President, Fourth Vice President, and Treasurer and December 31st of the next odd year for the First Vice President, Third Vice President, Fifth Vice President, and Secretary). Members of the Corporation may nominate a Director candidate by petition containing a minimum of ten member signatures. The nominee must be considered by the Executive Board of Directors for the open position. However, the final appointment decision of a vacant Directorís position rests with the Executive Board of Directors. 
 
 

Section B: Appointment and Removal of Officers.

1. Officers: The Officers of the Corporation shall be all members of the Executive Board of Directors.

2. Election of Officers: The Officers of the Corporation shall be certified every two years (three years for certain founding directors initially) by majority certification (continue to serve/not continue to serve) vote of the members and each shall hold office until s/he resigns, is removed from office, or is otherwise disqualified to serve.

3. Removal and Resignation of Officers:

a. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with cause as stated in written Corporation policies, by the Executive Board of Directors, at any regular or special meeting of the Executive Board of Directors.

b. Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.

4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the by-laws for regular appointments to that office.

Section C: General Responsibilities of the Executive Board of Directors.

1. General Responsibilities: Subject to the provisions of the general corporation law of the State of Colorado and to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the members, as that term is defined in these by-laws, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Executive Board of Directors. The Executive Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to Executive Board members, an executive director, designated committees, or other persons, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Executive Board of Directors.

2. Standard of Care: Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Executive Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.

3. Policy Documents: The Executive Board of Directors shall create a system of creating and managing written, numbered policy documents that will govern the affairs of the Executive board of Directors, the Corporation committees, and Corporation members when acting for and through the Corporation. All such policy documents must be in compliance with the Corporation Charter and these bylaws.

4. Committees: Committees of the Executive Board may be appointed by resolution passed by a majority of the entire Executive Board. Committees shall be composed of two or more members of the Executive Board, or Members of the Corporation, and shall have such powers of the Executive Board as may be expressly delegated to it by resolution of the Executive Board of Directors, except those powers expressly made non-delegable by the Corporation charter or these bylaws. Committees shall be governed by written policy documents approved by majority vote of the Executive Board of Directors.

Section D: Specific Responsibilities of the Executive Board of Directors.

 1.  President: The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Executive Board of Directors, have general supervision, direction and control of the business and Officers of the Corporation. S/he shall preside at all meetings of the members and at all meetings of the Executive Board of Directors. The President shall be an ex officio member of all standing committees and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as maybe prescribed by the Executive Board of Directors or these by-laws. Additionally, the President shall also perform the following duties on behalf of the Corporation:

a. Oversee Corporation activities and insure adherence to Corporation goals.

b. Respond to member complaints and concerns.

c. Encourage and consider ideas for improvement for the Corporation.

d. Work with the First Vice President (Public Education) to develop educational and promotional materials for the corporation.

e. Insure that the Corporation website is accurate and current.

f. Encourage committees to submit articles and/or informational materials about their area that can be published on the website.

g. Seek out and implement ways to promote the Corporation website and increase membership.

h. Insure the development, implementation, maintenance, and improvement of a system of teaching and licensing Corporation approved judges for educational exhibition programs.

2. First Vice President (Public Education): In the absence or disability of the President, the First Vice President (Public Education) shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President (Public Education) shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Board of Directors and/or these by-laws. Additionally, the First Vice President (Public Education) shall also perform the following duties on behalf of the Corporation:

a. Publish the Corporation newsletter by the time established in written Corporation policies and acting as newsletter editor.

b. Set a deadline for newsletter articles that will be consistent each month.

c. Send reminders to the directors list approximately 3 days before the monthly newsletter deadline to remind them that committee reports for the newsletter are due.

d. Encourage Corporation members to submit articles.

e. Create and distribute an annual membership roster in conjunction with Third Vice President (Membership).

f. Encourage and report member suggestions for improvement of the Corporation to the Executive board of Directors.
 
 

3. Second Vice President (Rescue): In the absence or disability of the President and the First Vice President (Public Education), the second Vice President (Rescue) shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Second Vice President (Rescue) shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Board of Directors and/or these by-laws. Additionally, the Second Vice President (Rescue) shall also perform the following duties on behalf of the Corporation:

a. Recruit applications for rescue organizations to affiliate with this corporation.

b. Meet approximately once per month with the Rescue Committee to review applications and discuss ideas for improvement of rescue programs.

c. Maintain and publish a database of rescue contact information.

d. Seek out and make available resources relevant to rescue.

e. Develop and implement fundraising efforts for rescue.

f. Forward requests for rescue funding to the Executive Board of Directors for consideration.

g. Prepare informational articles/brochures about rescue.

h. Reply to requests for information about rescue.

i. Submit the Rescue Committee report to the newsletter editor by deadline each month.

j.  Encourage people participating in rescue to write up their experiences for the newsletter. k. Produce a standardized adoption form for the rescues, and encourage its use.

l. Encourage and report rescue suggestions for improvement of the Corporation to the Executive Board of directors.

4. Third Vice President (Membership): In the absence or disability of the President, First Vice President (Public Education), and Second Vice President (Rescue), the Third Vice President (Membership) shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Third Vice President (Membership) shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Board of Directors and/or these by-laws. Additionally, the Third Vice President (Membership) shall also perform the following duties on behalf of the Corporation:

a. Maintain list of Corporation members, including dates when membership requires renewal or discontinuance.

b. Notify members that membership requires renewal two months prior to end of membership.

c. Provide committees with membership information as needed.

d. Provide monthly updates to the newsletter coordinator about new and expired memberships.

e. Submit a monthly article about membership to the newsletter editor by deadline.

f. Send membership materials as described in these bylaws and written Corporation policies to new and renewing members of the corporation.

g. Create an annual membership roster in cooperation with the newsletter editor.

h. Forward any member questions to the member of the Executive Board of Directors responsible for that particular function.

i. Seek out and implement cost effective ways to promote the Corporation and its goals.

j. Work with the President to create promotional materials for the Corporation.

k. Work with Corporation Directors and Members to promote a positive image of the Corporation.

l. Seek out and implement ways to promote the Corporation in a variety of media.

5. 4th Vice President (Breeder Education/Registry): The Fourth Vice President (Breeder Education/Registry) shall have such powers and perform such duties as from time to time may be prescribed by the Executive Board of Directors and/or these by-laws. Additionally, the Fourth Vice President (Breeder Education/Registry) shall also perform the following duties on behalf of the Corporation:

a. Receive reports from exhibition/education events as to the results of each event.

b. Maintain a database of each event results.

c. Keep a record of event points earned in accordance with written Corporation policies.

d. Report to the newsletter editor about each event's results (if event sponsor does not)

e. Encourage event sponsors to write articles for the newsletter.

e. Maintain a registry headquarters database or coordinate with the endorsed registryís chief executive officer so as to provide for a smooth working relationship with and support of the registry. 

f. Edit and send out the registry newsletter or assist the designated editor of the registry newsletter in the dispatch of the registry newsletter to Corporation members.

g. Encourage regional registry coordinators and/or assist them in working with the chief executive officer of the registry.

h. Maintain registry book keeping and bank account or assist the registry chief executive officer as needed in registry accounting procedures as required or requested.

i. Submit a monthly article about registry to the newsletter editor by deadline.

j. Promote/encourage hedgehog registrations.

k. Manage disbursement of registry certificates or assist the registry chief executive officer in the distribution of registry certificates.

l. Answer questions regarding the registry or refer registry questions to the registry chief executive officer.

m. Create informational materials regarding the registry or assist the registry chief executive officer in the development of informational materials.

n. Seek ways to integrate registry materials (registry newsletters, registration certificates, etc.) into Corporation membership benefits.

6. 5th Vice President (Research and Development): The Fifth Vice President (Research and Development) shall have such powers and perform such duties as from time to time may be prescribed by the Executive Board of Directors and/or these by-laws. Additionally, the Fourth Vice President (Breeder Education/Registry) shall also perform the following duties on behalf of the Corporation:

a. Maintain a database of persons involved in research regarding hedgehogs, including the nature of the project and contact information.

b. Seek out new contacts and information regarding hedgehog related research.

c. Develop and implement fundraising efforts for research.

d. Develop grants programs to encourage hedgehog related research that is relevant to hedgehog health and welfare.

e. Submit a report on news about research to the newsletter editor by deadline each month.

f. Encourage researchers to write articles for the newsletter about their research.

7. Treasurer (Chief Financial Officer): The Treasurer shall keep and maintain or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any member of the Executive Board of Directors. The Treasurer or Corporation designee shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Executive Board of Directors. S/he or the Corporation designee shall disburse the funds of the corporation as may be ordered by the Executive Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Executive Board of Directors or these bylaws. Additionally, the Treasurer shall also perform the following duties on behalf of the Corporation:

a. Maintain bank account and finance records.

b. Provide quarterly finance reports for the newsletter.

c. Prepare and submit required reports and returns required by governmental agencies.

d. Advise the Executive Board of Directors as to the financial viability of any and all proposed requests for funding in any project proposed to the Corporation

e. Make financial records available to members or any other relevant requestors upon request.

f. Insure that a complete and accurate audit trail exists for all financial transactions of the Corporation.

8. Secretary: The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Executive Board of Directors may order, of all meetings of Executive Board of Directors and Members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of share present or represented at Members' meetings and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all the meetings of the Members and of the Executive Board of Directors required by these bylaws or by law to be given. S/he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Executive Board of Directors or by these bylaws. Additionally, the Secretary shall also perform the following duties on behalf of the Corporation:

a. Provide the meeting minutes to President or the Presidentís designee in a timely manner following meetings so that they can be provided to the Executive board of Directors.b. Respond to member inquiries via email when applicable.

c. Promote the Corporation internationally via personal contact and promotional literature. d. Provide articles for the newsletter regarding news of hedgehogs in the international setting.

e. Maintain a database of local/regional organizational information.

f. Work with the Third Vice President (Membership) to encourage local/regional organizations to increase Corporation membership.

g. Provide the newsletter editor and the webmaster with a regularly updated list of local/regional organizations.

h. Encourage local/regional organizations to submit articles to the newsletter about their activities.

Section E: Advisory Directors: The Executive Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Executive Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Executive Board of Directors upon invitation and to furnish consultation to the Executive Board of Directors. The period during which the title shall be held may be prescribed by the Executive Board of Directors. If no period is prescribed the title shall be held at the pleasure of the Executive Board of Directors.   Advisory Directors may be engaged and discharged by majority vote of the Executive Board of Directors.
 
 

Section F: Regulation and Supervision of Affairs, Contracts, and Commercial Paper.

1. Regulation and Supervision of Affairs, Contracts: The Executive Board of Directors shall regulate and supervise the affairs of this Corporation. It shall attend to all internal affairs of the Corporation and shall have all the powers bestowed upon it by law. It shall make such arrangements for the carrying out of the business of this Corporation as it shall deem best. It shall create and terminate contracts and may exercise all of the powers expressly conferred upon it by these Bylaws and the laws of the State of Colorado.

2. Audit Trail and Accountability: Funds shall be collected, dispensed, and accounted for in a manner prescribed by the Executive Board of Directors. Accountability of funds shall be established in such a way so as to provide a clear audit trail of all funds. All financial documents shall be made available for inspection by any member of the Corporation.

3. Quorum: Unless otherwise stated in these bylaws, a majority of the number of the Executive Board of Directors as fixed by the Articles of Incorporation or bylaws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

4. Compensation of the Executive Board Directors: Directors, as such, shall not receive any stated salary for their services, but by resolution of the Executive Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular and special meetings of the Executive Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

5. Conduct of Meetings:

a. Notice, Place, and Manner of Meetings: Meetings of the Executive Board of Directors shall be called by the President, First Vice President (Public Education), or any two Directors and shall be held at the principal executive office of the Corporation, unless some other place is designated in the notice of the meeting. Members of the Executive Board may participate in a meeting through use of a conference telephone, electronic mail, or similar communications method so long as all members participating in such a meeting can hear or read what is said or otherwise communicated. Accurate minutes of any meeting of the Executive Board of Directors or any committee thereof, shall be maintained by the Secretary or other Officer designated for that purpose.

b. Organization Meetings: The organization meetings of the Executive Board of Directors shall be held immediately following the adjournment of the annual meetings of the Members.

c. Other Regular Meetings: Regular meetings of the Executive Board of Directors shall be held prior to the regular annual meeting of Members, at such location or place as may be designated by the Executive Board of Directors.

d. Special Meetings, Notices, and/or Waivers: Special meetings of the Executive Board may be called at any time by the President, the First Vice President (Public Education), or any two Directors. At least forty-eight hours notice of the time of the special meeting shall be delivered personally to the Directors or personally communicated to them by a corporate officer by telephone or electronic facsimile transmission. The aforementioned will apply to meetings scheduled by telephone communications or electronic mail only. Other special meetings called where travel is involved will require a notice in accordance with the method of notice indicated above.

e. Proxies: Every member entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of sections of the bylaws, and filed with the Secretary of the Corporation.
 
 

ARTICLE IV

 Registry

 Section A: Registry Support.

The Corporation shall support the registration of hedgehogs internationally in the interests of their health and welfare. The Corporation shall endorse a designated hedgehog registry organization through its published policies, preferably independent of the Corporation, and encourage members of the Corporation and members of the general public to register hedgehogs entrusted to their care. In the absence of a viable independent hedgehog registry organization, the Corporation may establish and maintain a hedgehog registry as an entity of this Corporation.

Section B: Registry Operation.

Any hedgehog registry that the Corporation operates or endorses must register all hedgehogs offered for registration by individuals and by United States Department of Agriculture licensed breeders. Any hedgehog registry that the Corporation operates or endorses cannot exclude the registration of hedgehogs based upon caretaker membership or non-membership in any particular organization.
 
 

ARTICLE V

Net Earnings and Finances 

Section A: Non-Profit Status and Fund Use Limitations.

No member of this Corporation shall be entitled to any portion of the net earnings of this Corporation except as in the form of grants or scholarships as provided in the Charter of this Corporation and these bylaws, and said earnings shall not inure to the benefit of any private person except as provided for in said Charter and these bylaws. However, this Corporation may compensate a member of this Corporation for expenses incurred in service to the Corporation. 
 
 

Section B: Real Property and Trustees.

All contracts shall be approved by the Executive Board of Directors and no loans shall be made to any officer or official of this Corporation without the approval of the Executive Board of Directors and no mortgage, deed to secure debt, deed note, or other legal documents whatsoever shall be executed except upon the authority of the Executive Board of Directors. Any land designated as a held property by the Corporation will be designated on the deed as owned by the Corporation. The deed and/or mortgage will be placed in the hands of three trustees, appointed by the President and approved by the Executive Board of Directors. Rules and all restrictions will be authorized by the Executive Board of Directors and administered by the trustees. The trustees will be responsible to the Executive Board of Directors in matters pertaining to the property.
 
 

Section C: Loans, Mortgages, and Sale of Stock.

In order to provide for organizational improvement, such as the purchase of major equipment and/or real property, the Executive Board of Directors, by majority vote, may transact to secure loans, mortgages, and/or engage in the sale of Corporate stock at a fixed or adjustable interest and/or dividend rate as determined by the Executive Board of Directors by majority vote.

 Section D. Dissolution.

In the event of dissolution of the Corporation, all Corporate assets will be donated to other non-profit animal welfare corporations as determined by a majority vote of the Executive Board of Directors. 
 
 

ARTICLE VI 

Records, Reports, and Inspection

Section A: Records.

The Corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office in the State of Colorado, or at a location as fixed by the Executive Board of Directors from time to time.  Section B: Inspection of Books and Records.

All books and records shall be open to inspection of the Directors and Members.Section C:  Certification and Inspection of By-Laws.

The original or a copy of these by-laws, as amended or otherwise altered to date, certified by the Secretary or Treasurer, shall be kept at the Corporation's principal executive office and shall be open to inspection by the Members of the Corporation at all reasonable times during office hours.

Section D: Checks, Drafts, Etc..

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Executive Board of Directors.
 
 

Section E: Contracts, Etc., How Executed.

The Executive Board of Directors, except as in the bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into a contract or execute any instrument in the name of an on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Executive Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by a contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in these by-laws.
 
 

ARTICLE VII

Annual Reports

The Executive Board of Directors shall provide a report to the Members annually. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.
 
 

ARTICLE VIII

Amendments and Revisions

Section A:  Amendments by Members.

New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the Members entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section B: Power of Directors.

Subject to the right of the Members to adopt, amend, or repeal bylaws, as provided in Section A of this Article , the Executive Board of Directors may adopt, by a minimum 75% majority vote of all serving Directors, amend or repeal any of these by-laws other than a by-law or amendment thereof changing the authorized number of Directors.

Section C: Record of Amendments.

Whenever an amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, in the appropriate place. If any by-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was field shall be stated in said book.
 
 

ARTICLE IX

Corporate Seal

The Corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation, the dates of its incorporation, and the word "Colorado."
 
 

ARTICLE X

 Offices

Section A: Principal Office(s).

The principle office for the transaction of business of the Corporation is hereby fixed and located at 16270 North County Road 25E, United States Post Office at Loveland, County of Larimer, State of Colorado. The location may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place of places, either within or without the United States of America, as the Executive Board of Directors may from time to time designate.

Section B: Other Offices.

Branch or subordinate offices may at any time be established by the Executive Board of Directors at any place or places where the corporation is qualified to do business.
 
 

ARTICLE XI

Definitions

Section A: General Definitions

A general definition is a definition that applies to this Corporation and its members in general. The following general definitions are in effect:

1. Hedgehog: As defined in the Corporation Charter.

2. Policy Document: A document stating Corporation policy on any issue not specifically addressed or sufficiently elaborated upon in the Corporation charter or these bylaws. Policy documents shall be categorically organized and numbered, and indexed through a directory that shall remain current.

Section B: Special Definitions

A special definition is a definition that applies to these bylaws. The following special definitions are in effect:

1. Household: Any declared unit of at least one human being and one or more additional human beings and/or hedgehog(s). The unit may or may not be inhabiting the same physical environment.

2. Hedgehog Rescue: Any declared hedgehog rescue recognized as such by this Corporation through its policy documents.

3. Webmaster: An individual responsible for the maintenance of the Internet web site for the Corporation.

4. Registry: A person or organization that has developed and is presently keeping a system of registration of hedgehogs that has gained the support and endorsement of this Corporation as stated in its written policies.
 
 

ARTICLE XII

Miscellaneous 

Section A: Indemnity.

The Corporation may indemnify agents of the Corporation (as defined by Colorado law) for breach of duty to the Corporation and its Members where the approval required in Colorado law has been secured. However, an agent may not in any circumstance be indemnified for acts or omissions that constitute intentional misconduct, the knowing and culpable violation of the law, the absence of good faith, the receipt of an improper personal benefit, a reckless disregard or unexcused inattention to the agent's duty to act in the best interests of the Corporation and its Members.
 
 

Section B: Accounting Years.

The accounting year of the Corporation shall be the calendar year from January 1 to December 31, or as fixed by resolution of the Executive Board of Directors. 

END OF THE INTERNATIONAL HEDGEHOG ASSOCIATION

ARTICLES OF INCORPORATION AND BYLAWS.

THE CONCLUDING SECTION IS BYLAW ARTICLE XII, SECTION B

 

Copyright © 2012   The International Hedgehog Association   All Rights Reserved