Spca Inc

“The executive committee shall have and exercise all powers of the board, except as otherwise noted in these bylaws, and may conduct any business on behalf of the corporation that it deems necessary or desirable. The executive committee shall meet at a time and place designated by the president or by any other member of the executive committee. No formal notice of the executive committee meetings shall be required. Any action taken or approved by a majority of the members of the executive committee shall constitute the action of the entire executive committee. The executive committee shall not amend these bylaws, expel a member, remove an officer or member of the board, or remove the executive director, or other senior staff except for misconduct so serious that the failure to act until an emergency meeting of the board can be called would expose the corporation or animals to immediate injury. The board shall designate from among its members not more than 7 nor fewer than 3 directors, one of whom shall be the president of the corporation, who shall serve as an executive committee. Each member other than the president shall serve at the pleasure of the board. Vacancies created by a resigning member of the executive committee shall be filled by the remaining members of the board.”

“Membership in this corporation shall be divided into voting and nonvoting classes. The following types of voting memberships, with the dues to be determined by the board of directors from time to time, are hereby authorized: single adult membership, couple membership (each adult being entitled to one vote), family membership (each adult being entitled to one vote), senior membership (age 55 and over), business/corporate membership (available to any corporation, partnership, society and other entity which entitles the corporation to one vote), patron, benefactor, and sustainer. A non-voting junior membership (under age 18), with dues to be determined by the board of directors from time to time, is also authorized.”

“Each member in good standing shall vote at the annual meeting for the prescribed number of directors from the total nominations submitted to him by a show of hands. Any member or director may move to approve the individual nominees rather than taking the nominees as a whole. If approved individually, no member may cast more than one vote for anyone nominee, and each vote shall be taken by secret ballot. At the request of any member at the meeting, the qualifications of any candidate shall be read by the secretary. No absentee ballots shall be accepted and no person may vote by proxy.”

“A public disclosure copy of the 990 is presented to the entire board for review before it is filed. Donor information is redacted for the board review to protect donor privacy.”

“Each director, officer, or employee with a position of senior management or has the authority to enter into business transactions on behalf of the spca (covered persons) shall sign and submit an annual statement to the board of directors. Any covered person who becomes aware of any actual or potential conflict of interest with respect to any matter coming before the board of directors of the spca florida, or any of its committees, shall immediately make full and accurate disclosure of such a potential conflict of interest to the board of directors and, if such covered person is a director, shall refrain from participating in the discussion and/or voting with respect to such matter. Each such annual statement and questionnaire and each covered person notification to the board of director if the spca florida shall be reviewed promptly by the board of directors of the spca florida, which shall be thereafter diligently attempt to resolve such actual or potential conflict(s).”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”