BY-LAWS
SIMIAN SOCIETY OF AMERICA, INC.
BY-LAWS
ARTICLE I
NAME AND LOCATION
Section 1. The name of this organization shall be SIMIAN SOCIETY OF AMERICA, INC. Incorporated in the State of North Carolina, October 1957.
Section 2. The organization may have a seal, which shall include there on the name of this organization, the year of its incorporation, and the name of the State in
which it is incorporated.
Section 3. The Corporation shall have and maintain within the State of North Carolina, a registered office (which need not be the same as its principal office) and
a registered agent. The corporation may change its registered office or its registered agent, or both, only upon authorization of a resolution duly adopted by the Board of Directors, and a statement
of any such change shall be executed and filed by the corporation as required by the statutes of North Carolina.
ARTICLE II
OBJECTS AND PURPOSES
Section 1. The objects and purposes of this organization shall be as set forth in Article III of the Certificate of Incorporation of this organization.
ARTICLE III
MEMBERSHIP
Section 1. Membership in this organization shall be open to any individual, corporation, or business firm who shall conform to the following requirements of
admission and shall subscribe to the objects and purposes of this corporation, upon the prepayment of the appropriate dues, if any, as designated from time to time by the Board of
Directors.
Section 2. The Corporation shall have two (2) classes of membership. The designations of such classes and the qualifications and rights of the members of such
classes shall be as follows:
a. Active membership, which shall be conferred for one year upon the prepayment of the appropriate dues as established by the Board of Directors, upon a person
determined by the Board of Directors to have met the following qualifications: (1) current ownership and caring for non-human primates. (2) An individual who has previously owned and cared for or has
a direct working relationship with a non-human primate may be issued an active membership at the discretion of the Board. "Caring" shall be defined as providing housing on your premises, feeding,
maintenance, and veterinary care of captive non-human primates. (3) Members, who paid for a lifetime membership by June 30, 2003, shall retain an active membership. Active memberships after a six (6)
month probationary membership shall be entitled to vote in all corporate elections, to hold corporate office, participate in and join all corporate activities, have access to the SSA online lists
(members must follow list rules and may be removed or moderated for inappropriate posting), and access to any services that may be set up from time to time to serve active members such as the Primate
Health Network, the Lu Hall Primate Placement, and Legislative information. Each active membership after a six (6) month probationary membership shall have one (1) vote for all national
elections, for bylaw amendments, and any other issues the Board of Directors may deem appropriate. Membership is categorized as Adult (ages 18-64), Senior (age 65 and older), Life, and Sustaining,
which may be conferred by the Board of Directors upon any person, organization, or corporation making substantial charitable contributions to this organization. The Board may confer any other form of
recognition upon sustaining members, which it deems appropriate.
b. Associate memberships, which shall be conferred for one year upon any individual, organization, corporation, or business firm who has an interest in primates
and/or an interest in supporting this organization and its objects and purposes but do not own a primate or have a direct working relationship with primates upon prepayment of the appropriate dues
established by the Board of Directors. Associate memberships shall not be entitled to vote in corporate elections, bylaw amendments or any other organization business, and may not hold a corporate
office. Associate memberships are entitled to receive all organization publications. Associate memberships may be revoked or discontinued at the discretion of the Board of Directors. Membership is
categorized as: Junior (ages 13-17), Foreign (Non-USA members), and Honorary or Complimentary, which may be conferred by the Board of Directors upon any person or upon any humane, educational, or
charitable organization deemed appropriate for one (1) year renewed annually without any requirement of dues. Honorary memberships may be revoked or discontinued at the discretion of the Board of
Directors.
Section 3. All memberships (other than life membership) shall be renewable on an annual basis, as determined by the Board of Directors, and memberships shall be
non-transferable and non-assignable. The Board of Directors is authorized and empowered to determine the dues for any class of membership, and non-payment by any member when due shall be deemed to
terminate such membership. The Board of Directors shall determine all matters concerning eligibility for membership.
Section 4. The Board of Directors may, by affirmative vote of two-thirds (2/3) of its members present at a meeting representing a quorum of not less than one-half
(1/2) of the directors then in office, remove, suspend, or expel any member of this organization for cause, after appropriate hearing. "Cause" shall be defined as (a) intentional mistreatment of,
gross neglect of, or cruelty to an animal; (b) misappropriation of corporate funds or the commission of any criminal act against this organization or any of its members; (c) actions or statements,
which threaten or violate the spirit of collegiality and cooperation among the Board of Directors or membership. Before the Board of Directors may vote to remove, suspend, or expel a member, the
member in question shall be informed of the charges in writing and afforded a reasonable opportunity for a hearing before a quorum of the Board.
ARTICLE IV
MEETINGS
Section 1. Meetings of members may be held at such place, either within or without the State of North Carolina, as may be determined by the Board of
Directors.
Section 2. The annual membership meeting of this organization shall be held each year after the Board of Directors meeting, as determined by the Board of Directors,
upon written notice given to the Membership at least 30 days prior to the meeting.
Section 3. Special meetings of the membership may be called by the President or by a quorum of the Board of Directors (not less than one-half (1/2) of the directors
then in office) when deemed by them to be in the best interest of the organization, upon written notice given at least ten (10) days prior to the meeting. The purpose of the meeting must be specified
in the written notice.
Section 4. The presence of not less than ten per-cent (10%) of all members (either in person or by proxy) entitled to vote shall constitute a quorum and shall be
necessary to conduct the business of this organization at any meeting of the membership. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a
meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is expressly required concerning such matter elsewhere
in these by-laws.
Section 5. The annual Board of Directors meeting or any special meetings will require a quorum of not less than one-half (1/2) of the directors then in office to
conduct the business of this organization at the meeting.
a. Special meetings of the Board may be called by not less than two-thirds (2/3’s) of all directors then in office, with one-third (1/3) conducting business upon
written notice given at least ten (10) days prior to the meeting. The purpose of the meeting must be specified in the written notice with discussion limited to the stated purpose.
Section 6. The Board of Directors may, without meeting together, transact business by a written resolution, taken by all directors then in office, evidenced by one
or more written consents signed by each director before or after such action, describing the action taken, to be included in the minutes and filed with the corporate records.
a. The Board of Directors may, without meeting together, transact business as needed between the annual Board of Directors meetings by discussion on the Board list
followed by a poll vote to be affirmed by a quorum of the Executive Officers by conference phone call, to be included in the minutes and filed with the corporate records.
ARTICLE V
VOTING
Section 1. A person after a six (6) month probationary membership may vote at any membership meeting in person or by proxy, executed in writing by such member or
his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution unless otherwise so provided in such proxy. Such proxy shall be filed with the
corporation's Secretary prior to or at the time of such meeting.
Section 2. Elections of Directors and Officers may be conducted by mail.
Section 3. The Members of the Board of Directors shall meet at the Annual Board of Directors meeting to make motions, and to have discussions on various business of
the society. All voting shall take place at the meeting.
Section 4. The president (or, in his/her absence, the vice-president) shall preside at all meetings of the members. The secretary of the corporation shall act as
secretary of all meetings of the members and, in his/her absence; the chairman may appoint any Board member to act as secretary of the meeting.
ARTICLE VI
BOARD OF DIRECTORS
A Board of Directors shall manage the affairs of this corporation. Officers and Directors must qualify by demonstrating either (1) current or previous
ownership and caring for non-human primates, or (2) a direct involvement with caring for non-human primates. “Caring” shall be defined as providing housing, feeding, maintenance, and veterinary
care of captive non-human primates. In addition, directors must be active members of this organization for at least one (1) consecutive year prior to the commencement of a term as a director
and a chapter member for 30 consecutive days prior to being seated as a director on the Board of Directors. No 2-family/same household members may sit on the SSA Board of Directors as Officers.
This would include President, Vice President, Secretary, Treasurer and Chapter Supervisor.
Section 1. The corporation shall make no loans to any officer, director, or member.
Section 2. The number constituting the Board of Directors of this corporation shall be not less than six (6). The Board of Directors shall be comprised of a
President, one or more Vice-Presidents, Secretary, Treasurer, and a Chapter Supervisor, not to exceed six (6) in number, serving ex-officio by reason of their election to those offices by the
membership, together with Chapter Representatives appointed in accordance with Section 8 of this Article. Each shall have one (1) vote in the decisions of said Board.
Section 3. One (1) Chapter Representative shall be elected from each eligible chapter by the chapter [each chapter must designate eight (8) members to serve as
their 'distinct' chapter members; no member can serve as a 'distinct' chapter member of more than one (1) chapter]; Members who do not belong to a chapter will be represented by the Chapter
Supervisor, elected in the same manner as executive officers. Each shall have one (1) vote in the decisions of said Board.
Section 4. Each director shall hold office for a term of two (2) years or until his or her successors shall be elected or appointed, but the termination date of any
expiring term of office shall be deemed to coincide with the beginning of the annual Board meeting held in the year in which such term expires. A Chapter Rep elected to fill a position due to a
resignation or removal is immediately seated on the Board with full voting privileges. Each shall have one (1) vote in the decisions of said Board. A Chapter Rep elect may monitor [read] the online
Board list [maintained by one or more Board members] until installed onto the Board.
Section 5. The Board of Directors may elect to seat the Past President as an Honorary Director for a one (1) year term to aid in transition and provide historical
perspective. Honorary Directors shall serve without voting privilege and shall not be counted for purposes of determining a quorum.
Section 6. The Board of Directors shall conduct elections to fill any vacancy of officers or any vacancy to be filled by reason of an increase in the number of
directorships. Elections shall be by majority vote of the returned ballots of the General Membership representing not less than ten percent (10%) of the voting members. A Chapter Representative will
be elected by the majority vote of the chapter. A Director elected or appointed (as the case may be) to fill a vacancy shall be elected or appointed for the un-expired term of his or her predecessor
in office.
Section 7. Meetings of the Board of Directors, whether regular, or special, may be held either within or without the State of North Carolina.
The annual meeting of the Board of Directors shall be held before the annual membership meeting of the organization.
The Board of Directors may make such rules and regulations concerning its meetings as it may in its discretion determine to be necessary.
A majority of the members of the Board of Directors responding to a vote call or present at a meeting shall constitute a quorum for purposes of conducting
business.
Each Director shall have one (1) vote [no voting by proxy].
Section 8. Any chapter with eight (8) or more active/distinct members may make nominations and elect a representative to sit on the Board of Directors. A chapter
must have a charter for one (1) year before the representative is eligible to vote but he/she may attend and give input at Board meetings and monitor the online Board list without a
vote.
Section 9. A Director may be removed when sufficient cause exists for such removal by a two-thirds 2/3) vote of the Board of Directors in a meeting at which a
quorum of not less than one-half (1/2) of the directors then in office are present. "Cause" shall be defined as (a) intentional mistreatment of, gross neglect of, or cruelty to an animal; (b)
misappropriation of corporate funds or the commission of any criminal act against this organization or any of its members. (c) actions or statements which threaten or violate the spirit of
collegiality and cooperation among the Board of Directors or membership, or (d) commission of any public act which knowingly serves to discredit or harm the viability of the organization or its
purposes as outlined in Article II. The Board of Directors may entertain charges against any Director at its discretion. The director shall be informed of the charges in writing and afforded a
reasonable opportunity for a hearing prior to a vote on the removal of a director.
Section 10. No officer shall for reason of their office be entitled to receive any salary or compensation, but nothing in these Bylaws or the Articles of
Incorporation shall be construed to prevent an officer or director from receiving reasonable compensation from the corporation for duties other than as a director or officer. No officer shall be
allowed to vote or to participate in Board deliberations to determine compensation payable to the officer or to any member of their family. Officers also may be reimbursed for reasonable expenses as
predetermined by the Board provided original receipts are provided.
Section 11. If any member of the Board of Directors shall fail to attend two or more consecutive annual meetings of the Board with or without showing just cause, he
or she shall be deemed to have resigned from office, and the vacancy so caused shall be filled as provided in these By-Laws for vacancies on the Board of Directors.
Section 12. All property generated at the expense of the corporation, express direction of the Board, or as part of a Director, Volunteer or Member's official
capacity with the corporation shall belong to the corporation unless right to said property is expressly reserved in writing in advance. All books, papers, vouchers, publications, money and other
property in the possession of or under the control of the Director belonging to the Corporation shall be forwarded within thirty (30) days to the President or Secretary in the event of the Director's
death, resignation, retirement or removal from office.
ARTICLE VII
RECORDS
Section 1. The corporation shall keep complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and
committees having any of the authority of the Board of Directors. It shall keep at its registered office in North Carolina a record of the names and addresses of its members. All other books,
records, and minutes may be kept in any state. All books and records of the corporation may be inspected by any member (or his or her agent or attorney) for any purpose at any reasonable time by
appointment at the location where they are kept.
ARTICLE VIII
OFFICERS
Section 1. The officers of this corporation shall consist of a President, one or more vice presidents, a secretary, a treasurer, and chapter supervisor. In order to
serve as a national officer, a member must be a current active member for no less than two (2) years prior to the commencement of his/her term.
Section 2. The officers of the corporation shall be elected biennially by the voting membership prior to the annual Board meeting in an election year and shall take
office at the beginning of the annual Board of Directors meeting. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or resignation
or removal. The Board of Directors shall elect an officer to serve the remaining term of any office vacancy of less than twelve (12) months. If more than twelve (12) months remains, nominations to fill this vacancy will be sent to the membership immediately, and the members shall vote on the
officer.
Section 3. The Board of Directors may remove any officer at any time, with just cause, after an appropriate hearing, by a two-third’s (2/3) vote of the Board. If
the remaining term is less than twelve (12) months, the Board will elect an officer to serve out the term. If more than twelve (12) months remains, nominations to fill this vacancy will be sent to
the membership immediately, and the members shall vote on the officer.
Section 4. The President presides at all Board meetings and Membership meetings. The President shall be chief executive officer of the corporation and shall have
general supervision over the business and affairs of the corporation and over its several officers, subject, however, to the control of the Board of Directors. The President may sign any checks,
notes, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these bylaws or by some statute to some other officer or agent of the corporation. The President shall present at each annual membership meeting of the
organization an annual report outlining the past year’s business affairs, and upcoming year’s goals. The President may appoint committees, temporary or permanent. The President shall see that all
books, reports, and certificates required by law are properly kept and filed.
Section 5. A designated Vice President shall, in the absence or incapacity of the President, or as ordered by the Board of Directors, perform the duties of
President, or as ordered by the Board of Directors, perform the duties of President or such other duties or functions as may be given to him/her by the Board of Directors from time to
time.
Section 6. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, in one or more books provided for that purpose; see
that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporation's records and of the seal of the corporation, and see that the seal of the
corporation is affixed to appropriate documents executed by the corporation; keep a register of the post office address of each member as furnished to the secretary by such member; and in general
perform all duties incident to the Office of Secretary and such other duties as may be assigned him/her from time to time by the President or Board of Directors.
Section 7. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall render to the President and Directors an
account of all transactions, and of the financial condition of the corporation at every duly authorized meeting of the Board of Directors and general membership, and at such other times as any member
may reasonably request.
Section 8. In absence or disability of any officer of the Corporation or for any other reason that the Board of Directors may, by a majority vote of the Board,
delegate for the time being, the powers or duties of such officer to any other Officer, or a Director.
ARTICLE IX
CHAPTERS
Section 1. The organization shall encourage and assist local individuals or groups to organize chapters to further its aims and objectives. Membership in any such
chapter shall be contingent upon membership in the national organization.
Active Chapters shall have no fewer than eight (8) full/distinct members in good standing. Chapters shall be required to hold at least three (3) meetings
annually.
Associate Chapters shall have no fewer than five (5) full/distinct members in good standing. Chapters shall be required to hold an annual meeting with no
Chapter representative.
Section 2. Application for issuance of any new Chapter Charter shall be submitted to the President of this organization. Such application shall be signed by eight
(8) (Active Chapter), five (5) (Associate Chapter) or more active/distinct local attending memberships in good standing with at least one member being a national member for one (1) year [this member
shall sign such application.] Couples count as one (1) membership, unless both pay individual annual national and chapter dues. Upon receipt of proper application and confirmation, the President and
the Board shall vote to direct issuance of a charter, charters for chapters to be numbered consecutively in order of issue dates. The Secretary will maintain the definitive list of chapters and the
definitive list of members and membership that determines eligibility to vote. The cutoff date for all voting at membership meetings, or by ballot is thirty (30) days prior to a vote on a particular
issue. Any dispute in regard to any of the above will be heard and resolved by a committee of the Board of no less than one-third (1/3) of its members. Their decision is final.
Section 3. Membership in more than one chapter is permitted but chapter membership will only be counted in one base chapter for charter and for election of
representation.
Section 4. All chapters shall at all times be subject to the provisions of these bylaws and to the control and authority of the Board of Directors of the
organization.
Section 5. No chapter may merge or consolidate with any group not a part of this organization, although it may, subject to the approval and review of the Board of
Directors of this organization, establish informal ties with any other such group of related objectives.
Section 6. Each Chapter shall hold elections for President, Vice-President, Secretary, Treasurer, and Chapter Representative (Active Chapters Only).
Section 7. No Active chapter shall continue to hold its charter if the chapter fails to have three (3) meetings annually, fails to turn in required reports or for
more than six (6) months fails to have eight (8) full/distinct members in good standing. When the chapter number of members falls below the minimum as set forth above, the officers of such chapter
shall so notify the President of this corporation. If a chapter drops below the eight (8) required members the chapter will be on probation for six (6) months and its Board representative will lose
voting privilege but may continue to sit on the Board for discussion at meetings and on the online Board list. When a chapter ceases to function or when six (6) months with fewer than the required
number of members passes, the chapter shall forthwith deliver to the President its Chapter charter, all its books and records, and assets of such chapter, including all funds on hand at the time of
termination, or an accounting thereof. The chapter secretary shall regularly report in writing [meeting minutes, chapter roster with new/or deleted members, a list of officers, and a financial
statement] to the Chapter Supervisor who forwards reports to the President and the editor of The Simian. In addition, prior to August 30th of each year the officers of each chapter shall jointly
submit to the President a formal report outlining the chapter's financial status for the fiscal year ending. Each Chapter shall hold elections for President, Vice President, Secretary, Treasurer, and
Chapter Representative. Chapter members will elect the President, Vice President, Secretary and Treasurer when a charter is issued.
No Associate chapter shall continue to hold its charter if the chapter fails to hold an annual meeting, fails to turn in required reports or for more than six (6)
months fails to have five (5) full/distinct members in good standing. When the chapter number of members falls below the minimum as set forth above, the officers of such chapter shall so notify the
President of this corporation. If a chapter drops below the five (5) required members the chapter will be on probation for six (6) months. When a chapter ceases to function or when six (6)
months with fewer than the required number of members passes, the chapter shall forthwith deliver to the President its Chapter charter, all its books and records, and assets of such chapter,
including all funds on hand at the time of termination, or an accounting thereof. The chapter secretary shall regularly report in writing [meeting minutes, chapter roster with new/or deleted members,
a list of officers, and a financial statement] to the Chapter Supervisor who forwards reports to the President and the editor of The Simian. In addition, prior to August 30th of each year the
officers of each chapter shall jointly submit to the President a formal report outlining the chapter's financial status for the fiscal year ending. Each Chapter shall hold elections for President,
Vice President, Secretary, Treasurer, and Chapter Representative. Chapter members will elect the President, Vice President, Secretary and Treasurer when a charter is issued.
Section 8. Each Chapter can replace their Chapter Representative with just cause at their own discretion, by a two-thirds vote of the Chapter members.
ARTICLE X
AMENDMENTS
Section 1. The corporation may amend these bylaws from time to time in any and as many respects as may be desired, provided any such amendment contains only such
provisions as are lawful under the statutes of the State of North Carolina and are not inconsistent with the corporation's charter.
Section 2. Amendments to the bylaws shall be by a majority vote of the officers and directors at a meeting at which a quorum of directors is present, plus a
majority vote of returned ballots of the membership in which the total number of ballots cast represents not less than ten percent (10%) of the voting members.
Section 3. Notice of any proposed amendments must be furnished to the membership at least thirty (30) days prior to the close of balloting, together with a copy of
such proposed amendments.
ARTICLE XI
EFFECTIVE DATE
These bylaws shall be in full force and effect from and after their approval by a majority vote of the returned ballots of the membership in which the total number
of ballots cast represents not less than ten percent (10%) of the voting members, and a majority vote of the Board of Directors in favor.
ARTICLE XII
FEDERAL EXEMPTION
Notwithstanding any other provision of these bylaws, no director, member, trustee, officer, employee, or representative of this corporation shall take any action or
carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its regulations
as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such code and regulations as they now exist or as they
may hereafter be amended.
ARTICLE XIII
DISSOLUTION
Section 1. A resolution to dissolve the Simian Society of America, Inc., shall be adopted only upon receiving a two-thirds vote of the ballots cast by the entire
membership.
Section 2. Upon such a vote, the Board will select a trustee who will make all proper distributions of funds among creditors. Any remaining funds shall be
distributed through the trustee, acting upon authorization of the Board and in accordance with the provision of Section 501 (c) (3) of the Internal Revenue Code, to a selected non-profit corporation
whose purpose is proven to be, as much as possible, the same as the Simian Society of America, Inc.
These BY-LAWS revised and approved by the General membership vote as of January 25, 2004. Chairman: Walt Gresham
Bylaw Committee:
Richard Campbell, Ann Newman
Karline Elder, Mel Orr
Krisandra Elia, Mary Overton
Kevin Ivester, Charles Stonecipher
Mary Johnston, Tammy Thompson
Cliff Lewis, Don White
These BY-LAWS revised and approved by the General membership vote as of August 1, 2005.
Bylaw Committee:
Jim Clark, Ann Newman
Bennie Elder, Mel Orr
Karline Elder, Amy Rausch
Krisandra Elia, Nicki Richter
Walt Gresham, Nancy Syme
Rock Kirkland, Tammy Thompson
Cliff Lewis, Sherry Wallace
These BY-LAWS revised and approved by the General membership vote as of May 10, 2008.
Bylaw Committee:
Pam Cox, Mel Orr
Bennie Elder, Janice Smallwood
Karline Elder, Michelle Smith
Roseanne Elick, Tammy Thompson
Ann Newman, Sherry Wallace
These BY-LAWS revised and approved by the General membership vote as of March 1, 2014.
Bylaw Committee:
Bennie Elder, Ann Newman
Karline Elder, Mel Orr
Brenda Keller, Terrie Teague
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