BY LAWS OF IRO, ISLAND RESCUE ORGANIZATION INC.
ADDRESS
Section 1. Principal Address
The principal address of the organization for the transaction of its business is:
15 Pearl Street, Silver Hills, Talamban,Cebu City, Cebu, 6000, Philippines.
Section 2.Change of Address
The principal address of the organization can be changed by amendment of the Articles of Incorporation and the Bylaws and not otherwise, subject to the approval of the Securities and Exchange Commission.
Section 3. Other Addresses
The organization may also have branch offices at such other places, within or without the province of Cebu where it is qualified to do business, as its business may require and as the board of directors may, from time to time designate.
ARTICLE II
MISSION
The mission of IRO, Island Rescue Organization Inc. (hereinafter “IRO”) shall be:
Section 1. To promote responsible ownership and humane treatment of all animals through cooperation, outreach, and education.
Section 2. To promote a symbiotic relationship between animals and humans pursuant to the laws of the Philippines.
Section 3. To advocate the development and enforcement of humane and effective animal welfare laws.
Section 4. To rescue abused, abandoned, neglected, and tortured animals.
Section 5. To provide a healthy, loving, truly no-kill sanctuary for these animals.
Section 6. To promote fostering of these animals while waiting for adoptions.
Section 7. To promote adoptions of these animals in loving, forever homes.
ARTICLE III
MEMBERSHIP
Section 1. Qualification for Membership - Any person who supports IRO's mission can be a member
of the organization as long as the person is directly or indirectly supporting and volunteering for the welfare of IRO's animals.
Section 2. Rights of Members – A member shall have the following rights:
(a.) To exercise the right to vote on all matters relating to the affairs of the organization.
(b.) To be eligible to any elective or appointive office of the organization.
(c.) To participate in all deliberations/meetings of the association.
(d.) To examine all the records or books of the organization during an arranged time with the Secretary.
Section 3. Duties and Responsibilities of the Members – A member shall have the following duties and responsibilities:
(a.) To obey and comply with the bylaws, rules and regulations that may be promulgated by the organization from time to time.
(b.) To attend all meetings of the organization.
(c.) To directly or indirectly support the goals of the organization. An example of direct support would be volunteering in one of the organization's committees. An example of indirect support would be as a monthly financial donor of the organization.
(d.) There are no membership dues to join the organization.
Section 4. Suspension,Expulsion and Termination of Membership.
(a.) Suspension, expulsion and termination of membership shall be in accordance with the bylaws of the organization..
(b.) Any member of the organization may file charges against a member by filing a written complaint with the Secretary of the organization.
(c.) The Board of Trustees shall call a special meeting to consider the charges.
(d.) The member has the right to respond either in writing or in person to the complaint during a special meeting of the Board of Trustees.
(e.) The affirmative vote of majority of all the trustees shall be necessary to suspend a member.
(f.) Provided that where the penalty is expulsion, the affirmative vote of the majority of all the members of the organization shall be necessary. The member has the right to respond either in writing or in person to the complaint during a membership meeting.
ARTICLE IV
AFFILIATION WITH FRIENDS OF THE PROTECTION OF ANIMALS, U. S.
Section 1. IRO is associated with the Friends for the Protection of Animals (hereinafter “FPA”), a non-profit organization based in Las Vegas, Nevada, United States.
Section 2. IRO's is committed to pursuing FPA's goals and mission according to the conditions of the Philippines. A copy of FPA's goals and mission is available upon request.
ARTICLE V
BOARD OF TRUSTEES
Section 1. Number - The organization shall five(5) trustees, with the exact number to be fixed within these limits by approval of the Board of Trustees, in the manner provided in these by-laws and collectively they shall be known as the Board of Trustees. The number may be changed by amendment of Articles of Incorporation subject to the approval of the Securities and Exchange Commission.
Section 2. The Board of Trustees shall have the control and management of the affairs and business of this organization. The corporate powers of the association shall be exercised, its business conducted and its property/properties controlled by the Board of Trustees.
Section 3. The Board of Trustees shall perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this organization, or by these Bylaws.
Section 4. Qualifications – The trustees to be elected must be of legal age and members of the organization.
Section 6. Disqualification of Trustees or Officers – No member convicted by final judgment of an offense punishable by imprisonment for a period for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.
Section 8. Election – The Board of Trustees will be elected by the organization's general membership during the annual meeting to be held on the 15th of February of each year at 15 Pearl Street, Silver Hills, Cebu City, Cebu unless otherwise provided by the Board. Notice of the General Meeting will be announced one month in advance by the Secretary via email or through the organization's website.
Section 7. Term of Office of Trustees – The trustees shall hold office for one year and until their successors are duly elected and qualified. In the event a member of the Board of Trustees resigns during his/her term or is disqualified pursuant to Section 6 of this article, the remaining members of the Board of Trustees will elect an interim member during a special meeting to serve the remaining term until the annual membership meeting occurs, if still constituting a quorum, defined as a majority of the number of trustees as fixed in the articles of incorporation.
Section 8. Compensation - The Board of Trustees shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending IRO's events, programs and other activities.
Section 9. Place of Meeting – Board of Trustees meetings shall be held at 15 Pearl Street, Silver Hills, Cebu City, Cebu unless otherwise provided by the Board.
Section 10. Collective Duty of the Board of Trustees
The Board of Trustees shall defend the fundamental philosophy of the organization and govern the organization based on the philosophy stated below:
(a.) The Board of Trustees will govern the organization from the perspective of what is in the best interest of the animals, not based on the needs or interest of a trustee(s), an officer(s), or member(s) of the organization.
(b.) The Board of Trustees will never approve euthanizing an animal unless the animal is critically dangerous to others or it is the only humane alternative to severe injury, illness or pain.
(c.) The Board of Trustees will reassure that its sanctuary will provide a healthy environment for any animal not adopted until the animal’s final hour.
(d.) The Board of Trustees will maintain a humane environment for all the animals, the members and employees of the organization.
Section 11. Non-liability - The Board of Trustees shall not be personally liable for the debts, liabilities, or other obligations of the organization.
ARTICLE VI
OFFICERS
Section 1. Officers - The Officers of the organization shall be a President, a Vice-President, a Secretary and a Treasurer. They may be elected by the Board of Trustees from among themselves or from the general membership of the organization. The Board of Trustees may combine compatible offices in a single person except that no one shall acts as President and Secretary or Treasurer at the same time.
Section 2. Term of Office of Officers – All officers of the association shall hold office for one year and until their successors are duly elected and qualified.
Section 3. Functions and Powers of Officers.
(a.) President – The President shall be the Chief Executive Officer of the organization. He/She shall preside in all meetings of the Board of Trustees and the annual membership meeting. She/He shall execute all resolutions of the Board of Trustees. He/She shall be charged with directing and overseeing the activities of the organization. She/He shall submit to the Board of Trustees as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the organization for the fiscal year under his/her term.
(b.) Vice-President – The Vice-President, if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees.
(c.) Secretary – The Secretary shall give all notices required by these bylaws and keep the minutes of all meetings of the members and the Board of Trustees in a book kept for the purpose. He/She shall keep the seal of the organization and affix such seal to any paper or instrument requiring the same. She/He shall have custody of the members register and the correspondence files of the organization. She/He will be responsible for sending out the Order of Business for the corresponding meetings. He/She shall also perform all such other duties and work as the Board of Trustees may from time to time assign to him/her.
(d.) Treasurer – The Treasurer shall have charge of the funds, receipts and disbursements of the organization. She/He shall keep all funds and other valuables of the organization in such banks as the Board of Trustees may designate. He/She shall keep and have charge of the books of accounts. She/He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees. He/She shall post a bond in such amount as may be fixed by the Board of Trustees and if the Board of Trustees deems it so.
Section 4. Compensation - The salaries of staff, if any, shall be fixed from time to time by resolution of the Board of Trustees..
Section 5. Non-liability - The officers shall not be personally liable for the debts, liabilities, or other obligations of the organization.
ARTICLE VII
COMMITTEES
The Officers may, if they choose to, develop committees to assist him/her in meeting his/her responsibilities. The Board will recruit members for their respective committees from the general membership of the organization.
ARTICLE VIII
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments - The Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Trustees, no officer, agent or employee shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Funds – The funds of the organization shall be derived from admission fees, fundraiser activities, gifts, grants, or donations.
Section 3. Disbursements - Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the organization shall be signed by the Treasurer and countersigned by the President.
Section 4. Fiscal Year – The fiscal year of the organization shall be from January 1st to December 31st of each year.
ARTICLE IX
ORGANIZATION’S RECORDS, REPORTS AND SEAL
Section 1. Maintenance of Organization Records, Reports, and Seal.
The Secretary will be responsible for the maintenance of the organization's records, reports, and seal which will be kept at its principal address in Cebu City, Philippines. The organization records consist of the following:
(a.) Minutes of all meetings of the Board of Trustees, the Officers, committees and of all meeting of members, indicating the time and place of holding such meetings, whether annual, regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b.) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its net assets, liabilities, receipts, disbursements, gains and losses.
(c.) A copy of its Articles of Incorporation and Bylaws as amended to date which shall be open to inspection by members of the organization at all reasonable times.
ARTICLE X
AMENDMENTS
Section 1. These Bylaws, or any provisions thereof, may be altered, amended, repealed or added to by a majority vote of the members and by a majority vote of the Board of Trustees at any regular or special meeting duly held for the purpose.