PHS By-Laws


Last Amended: March 18, 2014



The name of this organization shall be the Potsdam Humane Society, Inc. (Society), a non-profit corporation.



Section 1

The Potsdam Humane Society operates a not-for-profit animal shelter, which provides care and protection to animals in need, including the returning of lost pets to their homes, giving proper medical attention and/or arranging for their quality adoption after spaying and neutering.


The Potsdam Humane Society aspires to be a shelter where an adoptable animal will never lose its life due to lack of space or cost of care, to educate the public regarding New York State animal cruelty laws and the humane treatment of animals emphasizing the importance of spaying and neutering, and to decrease the numbers of those unwanted and abandoned.

Section 2

It is the policy of the Society to provide humane care and treatment for all animals needing protection; to seek to return lost animals to their owners; to seek suitable homes for animals without companions; to spay/neuter all animals prior to their departure from the shelter.

Section 3

It is the policy of the Society to engage in activities of fundraising to support our organization.




The headquarters of the Society shall be in the Village of Potsdam, St. Lawrence County, New York.





Section 1 – Applicants


Applicants for board membership shall attend three board meetings and if the applicant then wishes to become a board member, he/she will be accepted or rejected by a majority vote of the existing board.


Section 2 – Revocation

The board of Directors may, by a majority vote, revoke the membership of any Board member, who is not adequately supporting the purposes of the Society.


Section 3 – Appeal

Any person whose membership application is rejected or whose membership is revoked by the board of directors may appeal that decision to the membership by addressing a note of appeal to the secretary at least 10 days before the next meeting of the members.  A 2/3 majority vote of the members shall rule.


Section 4 – Voting

All board members shall be entitled to cast a vote at any meeting of the Society or in any referendum, provided, however, that a member shall not have any rights until he has been a member of the society for three months.  For the purpose of this section, a person shall be deemed  to have become a member, if elected to membership, on the date of that vote.





Section 1


The concerns, direction, and management of the affairs of this Society shall be vested in the Board of Directors.


Section  2

Regular Board Members are eligible for election to positions as officers of the Humane Society.  No person employed by or receiving remuneration for services from a humane society, and no person who derives his/her livelihood or any significant income from the purchase, sale, use, care or commercial exploitation of animals, may be an officer.


Section 3

The officers of the Board of Directors shall be elected at regular board meetings by the members and shall serve for a term of three years each.


Section 4

The Board of Directors shall consist of no more than 14 regular members of the organization.


Section 5

In case any officer shall by death, resignation, incapacity to act, otherwise cease to be an officer during his or her term, his or her successor shall be chosen by the board to serve until the next regular meeting of members.  At such meeting the members shall elect an officer to fill the unexpired term of the officer.  If the unexpired term of the officer, whose vacancy is to be filled expired at such meeting, an officer shall be elected for a full term by the membership.


Section 6

At any meeting of the society, those members present in person shall have authority to transact all business which may come before the meeting.  Decisions shall be by majority vote of a quorum.  Urgent issues can be voted on by email or telephone.  Voting by proxy shall not be permitted.


Section 7

Any question concerning parliamentary procedure at meetings shall be determined by reference to Robert’s Rules of Order.







article vi – meetings of the board of directors

Section 1

Regular meetings of the Board of Directors shall be held at such times and places as shall be fixed by the Board; provided that the Board of Directors shall meet at least quarterly for the transaction of business.


Section 2

Special meetings of the Board of Directors may be called by the president, or by the secretary when requested to do so in writing by any three board members.

Section 3

For meetings called by the president, or by request of the board members, 14 days notice shall be given.


Section 4

One more than half the elected members of the Board of Directors shall constitute a quorum.





Section 5

If any member of the Board of Directors shall be absent from three consecutive regular meetings, without being excused from attendance by the Board, he/she shall be deemed to have resigned from office and the vacancy so caused shall be filled as herein provided for the filling of vacancies in the membership of the Board of Directors.


Section 6

Except as otherwise prescribed in these By-Laws, decisions at any meeting of the Board of Directors or committees shall be by majority vote of a quorum.  Each Director shall have one vote and no voting by proxy shall be permitted.


Section 7

The Board of Directors may provide for such committees as the board deems desirable and may delegate to such committees such duties and powers from time to time as it shall deem necessary or desirable.


Section 8

Directors, as such, and members of committees, shall be classed as volunteers and will not be paid for services rendered to the Board.



article vii – officers


Section 1 – Number and Titles


The officers of this Organization shall be a President, a Vice-President, a Treasurer(s) and a Secretary.  All shall be elected by and from the Board of Directors at the organization meeting, to serve for a period of three (3) years.

Section 2 – President

The President shall be the chief executive officer of this Organization.  He or she shall preside at all meetings and together with the Treasurer(s) shall sign all agreements and contracts approved by the Board of Directors.


Section 3 – Vice-President

The Vice-President shall in the absence or disability of the President perform the duties of the President and act in his or her stead.


Section 4 – Secretary

The Secretary shall give due notice of the time and place of all meetings, shall take and preserve the record of the proceedings and perform any other such duties assigned by the Board.  The secretary shall receive and report all correspondence to the Board, shall answer all correspondence, unless otherwise directed by the Board.


Section 5 – Treasurer(s)

The Treasurer(s) shall have charge and custody of the financial records of the organization and shall be responsible for depositing in its name, all moneys received and generally shall perform such duties as pertains to the same office in similar organizations.

The Treasurer(s) together with the President have the authority to sign such papers as may be required in the sale of securities or other assets belonging to the organization or in connection with the settlement of estates or trusts in which the organization has an interest.

The books and accounts of the organization shall be audited at least once a year by a certified public accountant.




Section 1


Upon dissolution of the organization, the board of directors shall after paying or making provision for the payment of all of the liabilities of the Organization, dispose of all assets for charitable and educational purposes as shall at the time, qualify as an exempt organization under section 501 (c) (3)  of the Internal Revenue code.




These by-laws, may be repealed, altered, or amended at any meeting of this organization called for that purpose by a majority vote of the membership.


Last Amended: March 18, 2014