THE FRIENDLY SOCIETIES ACT, CAP. 121

 ANGUILLA

  BYLAWS  

      OF  

THE ANGUILLA ANIMAL RESCUE FOUNDATION 

    (AARF)  

  (As amended) Dated this 13th day of  June 2006

ARTICLE I:  NAME AND REGISTERED OFFICE

  1. The name of the Society is the Anguilla Animal Rescue Foundation (AARF)       (hereinafter the "Society").  

  2. The Registered Office of the Society shall be situated at HWR Services (Anguilla) Limited,  Harlaw Chambers, The Valley Anguilla.

ARTICLE II :  OBJECTIVES  

1. The objectives of this Society shall be:

  a.    To promote, develop and generally to assist in the humane treatment and care of animals in Anguilla.

  b.    To educate the public in the humane treatment and care of animals.

  c.    To advise Government on the needs of animals.

  d.    To lobby for changes in legislation as necessary to assist in achieving these objectives.

  e.    To acquire and hold by purchase or exchange or by gift or bequest any personal property, and to sell, exchange, mortgage or otherwise dispose of any such property in pursuance of the purposes of the Society. 

  f.    To invest the money of the Society upon the security or purchase of any personal property and to sell, exchange, mortgage, vary or dispose of the same as the Society may from time to time determine.

  g.    To make such rules for the constitution of the Committee of Management (hereinafter called the "Executive Committee") from among the members of the Society and the general conduct of its business, as the Society shall see fit.

  h.    To conduct research or investigation as needed to determine the needs of animals in Anguilla.

  i.    To do anything which the Executive Committee believes will further the objectives of the Society.

  j.    To encourage enlightened legislation to support such policies, as the Society shall think proper.

  k.    To provide means by which financial assistance could be realized.

 ARTICLE III:  MEMBERSHIP  

1.    Membership shall be divided into the following classes:

  a.    General Members shall be members of the Society who pay the prescribed annual fee.

  b.    Junior Members shall be members who are under the age of 18 or who are enrolled in a primary or secondary school, college or university who pay the prescribed annual fee.  They shall be entitled to vote but not hold office.

  c.    Life Membership shall be open to any individual who pays the prescribed fees.  Life members shall have the right to vote at any General Meeting and to hold office and have the same rights as general members.

  d.    Honorary Members shall be members elected in accordance with paragraph 3 below.

  e.    Corporate Membership shall be open to any organization, which pays the prescribed annual fee.  A Corporate member shall, by its designated representative have the right to vote and to hold office.  

2. Honorary membership shall be awarded to deserving individuals or organizations by the members at an Annual General Meeting on the recommendation of the Executive Committee.  Members may recommend persons to be Honorary Members.  Honorary Members shall be entitled to attend all meetings but may not vote or hold office.

3. Each member shall pay an annual subscription on the terms and conditions set out by the Executive Committee. Any member whose subscription has been unpaid for one (1) year shall cease to be a member.  Any member whose subscription is in arrears may not vote.

ARTICLE IV: MEETINGS  

1. Ordinary General Meetings shall be held at such a time and place as the Executive Committee shall determine.

2. The Annual General Meeting shall be held in the third quarter of the year at a time to be determined by the Executive Committee.

3. The business of the Annual General Meeting shall be:  

  a.    To confirm the Minutes of the previous Annual General Meeting.

  b.    To consider, approve and adopt the Annual Report and the Financial Report of the Society.

  c.    To elect the officers of the Society and the Members of the Executive Committee.

  4. The business of an ordinary General Meeting shall be:

  a.    To confirm the Minutes of the previous ordinary General Meeting.

  b.    To conduct any other business under the Rules which may be conducted at an ordinary General Meeting.  

5. The Executive Committee may, whenever it thinks fit, or at the request in writing of any five (5) members of the Society, convene a Special General Meeting.

6. Seven (7) clear days notice in writing to convene any meeting shall be given.  In the case of a Special Meeting the notice shall specify the nature of the business.

7. No business may be transacted at any meeting unless a quorum is present at the time the meeting proceeds to business.  Twelve (12) members or twenty percent (20%) of the members in good financial standing whichever number is least shall constitute a quorum.

8. Every member present in person and entitled to vote shall, on a show of hands, have one (1) vote only, except the Chairman of the Meeting, who shall have a casting vote in addition to the vote to which he/she may be entitled as a member.  {Persons who are off island at the time of elections are permitted to send a written (email) ballot to Secretary.}

9. A resolution put to the vote shall be decided on a show of hands by a majority, except for the selection of the Executive Committee, which shall be determined on a secret ballot.  

10. These bylaws may be amended, altered or rescinded at either a Special General Meeting convened as per paragraph 5 above or at an ordinary General Meeting provided that in either case written notice is given to the members of an intention to do so.  A resolution to make, alter, or rescind the Bylaws of the Society shall be by a two-thirds majority of the members present and entitled to vote.  No amendment shall be valid until registered with the Registrar of Friendly Societies (hereinafter called the "Registrar") and signed by three (3) members of the Executive Committee.

ARTICLE V: EXECUTIVE COMMITTEE

 1. The membership shall at each Annual General Meeting elect the members of the Executive Committee (except for the chairpersons of the Standing Committees), which shall be responsible for the management of the affairs of the Society until the next Annual General Meeting. The Secretary will contact the General membership for nominations for the Executive officers of AARF.  Members will be requested to submit their nominations at least 30 days before the next AGM.  All nominated persons will be contacted to confirm whether or not they are interested in standing for nomination.  The list of proposed candidates will be submitted to the general membership for election. The Executive Committee shall consist of:

  a.    The President

  b.    The Vice President

  c.    The Recording Secretary

  d.    The Treasurer

  e.    Two (2) members at large.

  f.    The Immediate Past President shall be an ex officio  member of the Executive Committee for one (1) term after his/her replacement.  

g.    Two Trustees 

2.    In addition to the elected members, the Chairpersons of the Standing Committees shall be members of the Executive Committee.  

3. The Executive Committee shall meet as often as necessary but at least one meeting  every two (2) months.  Five (5) members of the Executive Committee shall constitute a quorum.  The powers and duties of the Executive Committee shall be:  

  a.    To conduct the business of the Society.

  b.    To appoint all subcommittees.

  c.    To consider and advise on the financial position and the day-to-day administration of the Society.

  d.    To consider any other matter which may concern the Society as a whole.

4.  a.    Any vacancy occurring in the Executive Committee may be filled by nomination by the Executive Committee from among the general membership.  

  b.    The office of a member of the Executive Committee shall be vacated if he/she:  

    (I) Dies or becomes of unsound mind or becomes bankrupt.

    (II) Resigns the office by notice in writing to the President.

    (III) Misses two (2) consecutive meetings of the Executive Committee without communication with a   member of the  Executive Committee.

  c.    Any appointment under (4a) above shall be for the unexpired balance of the term and shall terminate either for one of the causes under (4b) above or at the next Annual General Meeting.  

5. All members of the Executive Committee (except the Chairpersons of the Standing Committees) shall be elected by secret ballot at the Annual General Meeting.  The Officers so elected shall hold office until the next Annual General Meeting, when they shall be eligible for re-election, save and except that no officer may hold the same office for more than three (3) consecutive terms.

6. Upon adoption of these bylaws incumbent Officers are ratified in their positions and will stand for re-election at the first Annual General Meeting and may hold the same office for three (3) consecutive terms.

7. The President shall: 

  a. Preside at all meetings of the Executive Committee and at all General and Special Meetings of the Society.

  b. Shall execute all documents of the Society except documents related to the property of the Society vested in the Trustees, and shall exercise general supervision of the affairs of the Society, subject to the approval of the Executive Committee. 

  c.  Except as otherwise specified, the President appoints all the chairs of all committees with the approval of the Executive Committee.  

  d. Shall be an ex-officio member of all committees and shall perform all usual duties incidental to his/her office.

8. The Vice President shall: 

a. Serve as Chairman of one of the standing committees as appointed by the President and assume all duties and responsibilities of that committee. 

b. Assist the President in his/her duties

c. Shall act in his/her place upon the President's designation and in his/her absence.  

9. The Recording Secretary shall:  

  a. Prepare the agenda as directed by the President for all meetings of the Society, sending a copy of the agenda to all members at least three (3) days before the meeting.

  b. Record, prepare and distribute minutes of all meetings and keep a record of the attendance of members at meetings.

 c. Keep an official copy of the constitution and rules with amendments as made from time to time. 

d. Secure permission and reserve if needed, a meeting place; and 

e. Execute all documents dealing with the Friendly Societies Act and other official business as needed.

In the absence of the Secretary, the Chairperson of the Meeting shall appoint an Acting Secretary from among the members present at that meeting.

10.   The Treasurer shall:

  a.    Receive and be responsible for all the funds of the Society.

  b.    Collect all dues from members and keep a financial account of same.

  c.    Keep an itemized account of all receipts and disbursements and present a written report to the Society at the Annual General Meeting.

  d.    Submit all books of accounts for audit.

  e.    Account to the Executive Committee on demand.

  f.    Deliver to the newly elected Treasurer all money, vouchers, books and papers of the Society in his/her custody with a supplementary report covering all transactions to date.

  g. Prepare and propose an annual budget.

  h. Review proposals/recommendations from other committees with regard to financial feasibility.

  i. Every five (5) years arrange for revaluation of the assets of the Society.  

11. The Member at Large shall serve as chairman of one of the standing committees as appointed by the President and assume all duties and responsibilities of that committee

ARTICLE VI : STANDING COMMITTEES

1. To assist in the furtherance of the objectives of the Society, five (7) Standing Committees are established.  The Chairpersons of these committees will be appointed by the President with the approval of the Executive Committee and will be members of the Executive Committee.  

2. The Standing Committees report to the Executive Committee and have no executive power of their own.  

  The Standing Committees shall be:  

1. Policy and Procedures Committee

2. Membership Committee

3. Education Committee

4. Communications Committee

5. Adoption/Volunteer Committee  

6. Fundraising Committee

7. Spay /Neuter Committee

The duties of each committee, which may be modified by the Executive Committee from time to time, shall be as follows:  

1. Policy and Procedures Committee

  a.    Periodically review existing bylaws and as needed recommend changes to the Executive Committee.

  b.    Review and prepare policies and procedures with respect to the care and welfare of shelter animals.

  c.    Investigate needed changes in the laws of Anguilla and recommend proposed changes to the Executive Committee.

  d.    Liaise with Government as needed.  

2. Membership Committee

  a. Keep a record of the members of the Society

  b. To promote membership for AARF by organising membership drives

  c. Organise AARF members events for fellowship

  d. Initially, and annually thereafter recommend a schedule of membership fees  

  e.  Organise, publish and distribute AARF membership information in an informative and attractive brochure;

3. Education Committee   

The Education Committee will prepare an educations programme, subject to the approval of the Executive Committee, which promotes the care and welfare of animals and the objectives of AARF. The programme is to be presented to schools, to service, youth and church groups and other organasations.

4.  Communications  Committee  

The Communications Committee will be responsible for:

    a. Designing, creating and maintaining the AARF web site and incorporating information from all other committees.

    b. Creating all brochures, flyers and informational pamphlets of the Society.

    c.  Disseminating information regarding the Society and its programs and initiatives via newspaper,   Cable TV, radio and other communication methods as necessary.

    d. Dealing with incoming and outgoing correspondence of the Society.

    e. Attending any local meetings, which may be of interest to AARF.

All publications are subject to approval of the Executive Committee.

5.    Fund Raising Committee  

    a. To prepare a fund raising programme, to be submitted to the Executive Committee.

    b. To implement and organise the fund raising activities of the programme

. ARTICLE VII : AUDITOR  

1. The Auditor shall be elected at the Annual General Meeting.

2. No member of the Society or a Trustee may be the Auditor.

3. The accounts of the Society shall be audited at least once a year by the Auditor.  The Auditor shall have access to all the books and accounts of the Society and shall examine the Annual Return and shall verify the Annual Return as found by him/her to be correct and in accordance with the law, or specially report to the Society in what respect he/she finds it incorrect or not in accordance with the law.

ARTICLE VIII: TRUSTEES  

1. The Trustees shall be two (2) in number.  They shall be appointed at a General Meeting of the Society and by a resolution of a majority of the members present and entitled to vote thereat.  The Society shall send to the Registrar a copy of every resolution appointing a Trustee, signed by the Trustee so appointed and by the Secretary and the Treasurer of the Society.

2. Trustees shall hold office until removed by the Society in General Meeting, by a majority of members present and entitled to vote thereat.

3. The persons who are the Treasurer and the Secretary of the Society shall not be a Trustee of the Society.

4. All property belonging to the Society shall vest in the Trustees for the time being of the Society, for the use and benefit of the Society and all members thereof.

5. Each Trustee shall have the right to attend all meetings of the Society and the Executive Committee.   He/she shall vote on all resolutions to be passed and in all elections of officers.

ARTICLE IX: ACCOUNTS  

1. The Trustees shall, with the consent of the Executive Committee, invest the funds of the Society in a bank with Class I Unrestricted Banking License.

2. The Treasurer shall enter into the account books regularly the sums of money received and expended by the Society and the matters in respect of which such receipt and expenditure take place, and of the funds, assets, credits and liabilities of the Society.

3. The financial year for the Society shall be the calendar year.

4. No money of the Society deposited in any bank may be withdrawn except on the signature of any two of the following persons President, Vice President, Treasurer and Secretary.

ARTICLE X : ANNUAL RETURNS  

1. The Society shall once in every year, not later than the 31st day of March, send to the Registrar an Annual Return of the receipts and expenditures, funds and effects of the Society as audited, and numbers of the members of the Society.

2. The Annual Return shall:  

  a. Show separately the expenditures in respect of the several objects of the Society; and

  b. be made out to the preceding 31st day of December previously.

ARTICLE XI : INSPECTION OF BOOKS  

 Every member or person having an interest in the funds of the Society shall be entitled to inspect the books at all reasonable hours at the Registered Office of the Society.  

ARTICLE XII: DISPUTES

 Every dispute between a member, an aggrieved person who has ceased to be a member, or Officer of the Society shall be decided in accordance with section 63 of the Friendly Societies Act, Cap. 121 of the Laws of Anguilla.

ARTICLE XIII: INVESTIGATIONS  

One-fifth of the total members may apply to the Registrar for an investigation of the affairs of the Society.

ARTICLE XIV: DISSOLUTION  

The Society may be dissolved by the consent of three-fourths of the members, testified by their signature to the Instrument of Dissolution.  The assets of the Society shall, after payment of all proper debts, be disposed of for charitable purposes as the members in General Meeting may decide or, failing such decision, they shall be given to such charity or charities as shall be nominated by the Governor of Anguilla and to the intent that no members of the Society shall receive any of the assets by virtue of his/her membership.  

ARTICLE XV: 

These Bylaws shall at all times be governed by the contemporary law of Anguilla with respect to matters now covered by The Friendly Societies Act, Cap. 121.