HUMANE SOCIETY’S MOUNTAIN SHELTER, INC.

AMENDED BYLAWS

Ratified by Membership: [DATE]

ARTICLE I: NAME OF ORGANIZATION; COMPLIANCE WITH LAWS

Section 1: Organization

The name of this organization is HUMANE SOCIETY’S MOUNTAIN SHELTER, INC. It is a Georgia non-profit corporation, organized and existing under the laws of the State of Georgia and referred to herein as HSMS. It is at all times operated as a 501(c)(3) entity in accordance with the United States Internal Revenue Service Code.

In 2025, HSMS transitioned from a member-controlled to a board-controlled non-profit corporation. During the 2025 Annual Meeting, the Members voted to eliminate membership interests, fundamentally restructuring HSMSs organizational governance. Despite this significant change, HSMS shall maintain its original non-profit mission and continue to operate as a 501(c)(3) entity under the United States Internal Revenue Service Code.

Section 2: Management

The affairs of HSMS shall by managed by the Board of Directors who have ultimate authority over all policies and procedures.

ARTICLE II: BOARD OF DIRECTORS

Section 1: Number

Unless organizational needs dictate otherwise, the Board of Directors shall consist of no fewer than seven and no more than thirteen Directors.

Section 2: Term of Office

A Director shall hold office for a term of three years.

Section 3: Manner of Election

Directors shall be elected by a majority of votes of the Board of Directors. Currently serving Directors whose terms have expired and new Directors may be elected at any meeting of the Board of Directors. When possible, Directors shall be elected for staggered terms so that one third of the terms of Directors shall expire and be subject to re-election or replacement at a time. The term of a Director shall begin immediately upon election.

Section 4: Requirements for Directors

Directors must support the Mission Statement of HSMS. No employee of HSMS may be a Director. The Board of Directors will endeavor always to have at least one Director who is a resident of or property owner in each of Towns and Union Counties.

Section 5: Expenses

Directors may have expenses incurred on behalf of HSMS reimbursed so long as the expenditure is for a proper purpose of HSMS and proper receipts are presented.

Section 6: Authority

The Board of Directors shall establish policy and be legally responsible for the management of the affairs and property of the HSMS in accordance with the articles of incorporation, IRS regulations for 501(c)(3)s, these bylaws, the laws of the state of Georgia, and all local ordinances. Except as otherwise provided by law, the articles of incorporation, or these by-laws, the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board. All changes to the Employee Handbook must be approved by the Board of Directors. The Directors may by a majority vote appoint or remove employees. The Board of Directors shall carry out their duties consistent with the provisions of these bylaws and generally shall have full power to do, or require to be done, everything necessary or expedient in furtherance of the

Mission Statement.

Section 7: Removal of Directors

If any Director is absent without prior written notice to the President for three consecutive Regular Meetings, the Director may be removed by a majority vote of the Directors. A Director may be removed after either two-thirds vote by the Board of Directors present at a Regular Meeting or a Special Board meeting called for that purpose. A Director shall not be removed by email voting. The Director proposed to be removed shall be afforded an opportunity to speak on his or her own behalf.

Section 8: Conflicts

No Director shall be compensated, paid or gain in any way for any services to HSMS, either directly or indirectly, nor may any Director have any business relationship with HSMS. No Director shall engage in any activity which may constitute a conflict of interest.

No Director may participate in discussion or vote on any matter under consideration by the Board of Directors or any of its committees in which the Director has a conflict of interest. The minutes of a Board of Directors’ meeting shall reflect that a disclosure of a conflict was made and that the Director having the conflict of interest abstained from participating in the discussion and voting. Any Director may request the Board of Directors to determine whether he/she has a conflict of interest in any matter. The Board of Directors shall resolve the question, if asked, by majority vote. The result of the vote will be determinative for all purposes. Any Director failing to properly disclose a conflict and who votes or participates in discussion on a matter in which he/she has a conflict may be deemed ineligible to be a Director. A Director’s failure to comply with the provisions of this section shall not affect the validity or enforceability of any transactions entered into by HSMS.

ARTICLE III: MEETINGS OF BOARD OF DIRECTORS

Section 1: Notice

Meetings of the Board of Directors shall be conducted in an orderly and professional manner by the President. For the Regular and Annual Organizational Meetings, written notice must be provided to all Directors at least seven (7) days in advance. Special Meetings require written notice to be delivered to Directors at least twenty-four (24) hours in advance. All notices shall be in writing and must clearly specify the meeting’s date, time, location, and purpose.

Section 2: Annual Organizational Meeting

An Annual Organizational Meeting of the Directors shall be held annually, if possible, in January. The agenda must include the election of officers for the following year. Officers shall be elected by a majority vote of the Directors.

Section 3: Regular Meetings

The Board of Directors shall hold no fewer than four and no more than twelve Regular Meetings per year. The Regular Meeting schedule shall be ratified by a majority vote of the Directors at the Annual Organizational meeting.

Section 4: Special Meetings

The President or any three Directors may call Special Meetings. Notice of a Special Meeting shall be given in writing to all Directors.

Section 5: Email Voting

When immediate action is required between Board meetings, voting on an issue by email is allowed. In such a case, the secretary must send an email describing said issue and asking for a vote by a certain date. The Secretary must also send a text to alert all Directors to check their email for a required vote. The Secretary must keep copies of all such correspondence for the records of HSMS.

Section 6: Quorum

A majority of the Directors then in office constitutes a quorum for the transaction of any business. Proxy voting is not allowed.

ARTICLE IV: EXPENDITURES

Section 1: Bids

Before approving any expenditure of more than $5,000, the Board of Directors will ask for bids from at least three sources when three are available.

Section 2: Large Expenditures

Except in an emergency, the Board of Directors will have a reasonable amount of time to review the costs and benefits of any expenditure over $5,000 before being asked to vote.

Section 3: Capital Improvements

In the case of expenditures greater than $10,000, a super majority of 75% of the Directors is required for passage.

ARTICLE V: OFFICERS

Section 1: Numbers and Titles

The officers of the HSMS are President, Vice-President, Secretary, and Treasurer. The officers serve for a period of one year beginning immediately upon their election at the annual organizational meeting. If elected at any other time, officers serve until the next annual organizational meeting. At the discretion of the Board of Directors, additional officers may be added.

Section 2: President

The President is the chief executive officer of HSMS. The President oversees the management and control of HSMS. The President is responsible for seeing that all orders and resolutions of the Board of Directors and of the Executive Committee are carried into effect and for informing the Board of Directors by email, text, or phone of operational changes and emergency conditions between board meetings. The President presides at all Board of Directors meetings and Executive Committee meetings. The President has the authority to sign any papers and instruments required in the sale of securities or other assets belonging to the organization or in connection with the settlement of estates in which the organization has an interest. Except for the Executive Committee, which the President chairs, the President is an ex- officio member of all committees. The President delivers an annual report to the Board of Directors.

Section 3: Vice-President

The Vice-President performs the duties of the President when the President is absent or incapacitated. The Vice-President also performs other duties requested by the President.

Section 4: Secretary

The Secretary takes and preserves minutes of all Special, Regular, or Annual Organizational Meetings. The Secretary preserves records of all email votes. The Secretary shall provide Directors the required notice set forth in Article III Section 1. In addition, the Secretary performs secretarial duties and keeps records as requested by the President.

Section 5: Treasurer

The Treasurer has the responsibility to oversee all funds for HSMS; dispenses funds in accordance with a budget approved by the board; causes to be prepared all financial statements and tax returns; and causes to be paid all proper accounts or bills submitted by or on behalf of HSMS. The Treasurer is responsible for causing all monies received to be deposited in banks or insured financial institutions. In cooperation with the Executive Committee, the Treasurer oversees the preparation of the annual budget. The Treasurer submits the budget to the Board of Directors for approval. When possible, the Treasurer submits to the Board of Directors financial reports with an overview five days in advance of each regular meeting. The Treasurer has the authority to sign such papers and documents as may be required.

ARTICLE VI: FINANCIAL POLICIES

Section 1: Signatures Required

In general, checks require two signatures from among those designated by the Board of Directors as signatories. Upon approval by the Board of Directors, certain persons, including but not limited to the President and the Treasurer, may issue checks up to $1,000 with a single signature, so long as the expenditure is for a proper purpose of HSMS. At no time should the check signer or cosigner be the payee of the check, including for the reimbursement of business expenses.

Section 2: New Signatories

As soon as possible following the election of officers, the Treasurer will provide new signature cards and written notice of such to the appropriate financial institution(s). This notice must be accompanied by a copy of the minutes authorizing new signatories. Reference to this notice and new signatories shall be included in the minutes of the meeting where new signatories were designated. Signatories may not be related to each other in any way.

ARTICLE VII: EXECUTIVE DIRECTOR AND MANAGERS

The Board of Directors may appoint an Executive Director of HSMS or may temporarily vest the powers of an Executive Director in a qualified HSMS member. Either the Board of Directors or the Executive Director may appoint one or more directors or managers, including but not limited to a Shelter Director and Thrift Store Managers. In accordance with the organizational structure, an Executive Director and/or manager appointed by the board

• is an employee of HSMS and holds office at the pleasure of the Board of Directors;

• is subject to the administrative direction of the Board of Directors;

• is responsible for the daily operation of HSMS;

• hires and removes employees;

• submits reports of progress, operational issues, and activities at all meetings of the Board of Directors and at any other time requested by the Board of Directors.

• Performs other duties requested by the Board.

ARTICLE VIII: COMMITTEES

Section 1: Committees

The officers make up the Executive Committee, and the Board will from time to time establish other committees as needed. The Board of Directors determines the function, duties and responsibilities of all committees.

Section 2: Executive Committee

The officers of HSMS shall constitute the Executive Committee, chaired by the President. The Executive Committee meets as determined by the President or may be called by two officers other than the President. Written notice of an Executive Committee meeting will be provided to officers as far in advance as possible. In the event urgent action is needed and it is impossible for officers to attend in person, then e-mailed consideration and consent on the urgent matter is allowed. The Executive Committee has the power to act for HSMS in the intervals between board meetings to address matters requiring immediate attention or action. Any action taken by the executive committee is a temporary measure, subject to ratification or rejection by the board at its next regular meeting. Hiring, dismissing, changing the compensation of any employee, incurring or increasing indebtedness, acquiring or leasing real property, and authorizing expenditures greater than $1000.00 will not be acted on by the executive committee but will be brought before the Board of Directors.

ARTICLE IX: AMENDMENTS TO BYLAWS

These bylaws may be amended, altered, rescinded and replaced by a two-thirds vote of the Board of Directors.

ARTICLE X: FISCAL YEAR

The fiscal year will run from January 1 through December 31.

ARTICLE XI: INDEMNITY

To the fullest extent permitted by the Georgia Nonprofit Corporation Code and, if applicable, The United States Internal Revenue Code, HSMS will indemnify against liability any person made a party to a proceeding because such person is or was a director, officer, employee, member, or agent of HSMS as long as such person acted in a manner the person believed in good faith to be in the best interests of HSMS. In the case of any criminal proceeding, such person must have had no reasonable cause to believe his or her conduct was unlawful.

Adopted by the Membership of HSMS at the Annual Membership Meeting on the [month, day,

year.]

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President Secretary