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Board of Directors

Sandy_Tiller

CPCRN@CairnRescue.com

Board Chairperson and Director of Foster Homes

Sandy Tiller
Board Chairperson and Director of Foster Homes

Sandy is CPCRN's Chairperson and Director of all our wonderful foster homes.  She joined the CP family in 2004 after adopting a Cairn (Lucy) from a local rescue group and going on line looking for information on Cairns and found Col. Potter.  After seeing a post for the need for foster homes, she volunteered and fostered her very first foster (Mishka) in the summer of 2004.  She was recruited to be a foster home mentor a few years after joining Col. Potter and from there moved up to Director of Foster Homes.  Sandy has been a member of the Board since 2013.  Sandy lives in the Pacific Northwest with her pack.

 

amy_board_small

CPCRN@CairnRescue.com

Board President and Director of Promotions and Fundraising

Amy Robinson
Board President and Director of Promotions and Fundraising

Amy is a Board President and the CPCRN Director of Promotions and Fundraising.  Amy joined Col. Potter in early 2002 shortly after CP became a National rescue.  Amy and her husband Brian operated their own Cairn Terrier rescue, Calliope, out of their home for five years prior to joining CP.  Amy has worked in transports, fostering, fundraising, data entry, PR, and is the editor of two of CP’s cookbooks- “Your Culinary Companion – A Cookbook for Cairn Terrier Lovers and Friends”  Volume II and III.  Amy joined the CP Board in January 2010 holding positions of Board Chairperson and Corporate Secretary.  Amy and Brian live in the Endless Mountains of PA with their many fur kids, all Col. Potter rescues.  Pictured in the photo is Amy with her "Calliope Clan"; Lucas, Gabby, Tess and Rocky.

Tracey-Martineau-2

CPCRN@CairnRescue.com

Chief Financial Officer

Tracey Martineau
Chief Financial Officer

Tracey has been in the non-profit accounting world for 20 years and lived most of her life in Rhode Island. She also volunteered for many years at a Rhode Island animal rescue agency, giving presentations to various aged school groups on pet care.   She had lost two Cairns to the Bridge in 2004 when she found Col. Potter on the web.  Tracey adopted her very first Col. Potter Cairn in 2005; she was an older dog and was only with her for two years but was very much loved.   Tracey was living in Arizona in 2010 and decided her home needed a dog so back to Col. Potter she came, and another CP Cairn came into her family.  She joined Col. Potter as a volunteer in 2011.  Tracey is temporarily "Cairnless" and now lives in Connecticut, having returned to the East Coast in 2012.  

Tracey joined the Col. Potter Board of Directors as CFO in May 2014.

nan_maddie

CPCRN@CairnRescue.com

Board Secretary

Nancy Wiemer
Board Secretary

Nancy Wiemer joined the Board on June 1, 2017 after being a  member and volunteer of CP since 2013, starting out with transports.  Nancy lives in Bradley IL with her  two Cairns Maddie and Dexter,  pictured here with just Maddie. Nancy is an active member of the Promotion Team as well as that teams "Manager".  She is a former CP Matchmaker and continues to be a Transporter.  Nancy became our Board Secretary in 2017.

board_pam_e_harv

CPCRN@CairnRescue.com

Assistant Manager of Foster Homes 

 

Pam Erickson
Assistant Manager of Foster Homes 

Pam Erickson joined the Board on June 1, 2017 after being a member and volunteer of CP for several years. Pam lives in Normal IL with her husband Bill (who is also a CP volunteer) and their two Cairns Harv and Wiggles (both CP Cairns). Pam is a major force in foster home management being a foster home, a foster home mentor, distributor of supplies to foster homes, blanket manager for fosters, blanket auntie, and along with Bill they transport many a Cairn to their foster homes. Pam is the Assistant Manager to Sandy Tiller, our Director of Foster Homes. Pam is pictured here with her CP boy Harv.

board_cindy_m_forbes

CPCRN@CairnRescue.com

Assistant Manager to the CFO

 

Cindy Michaux
Assistant Manager to the CFO

Cindy Michaux  joined the Board on June 1, 2017 after being a  member and volunteer of CP for many years.  Cindy lives in Bethesda MD with her CP Cairn Trekkie.  She is pictured here with her beloved boy Forbes (who is at the RB).  She came to CP after Forbes came into her life from our own Danielle and George Rackstraw.  Cindy is a main cog in the wheel of our Tags Team, does HSV 's, and is also a member of our Special Communications (Card) Team.  Cindy is the Assistant Manager to Tracey Martineau, our CFO.

board_doreen_w

CPCRN@CairnRescue.com

Assistant Manager of Foster Homes 

 

Doreen Walker
Assistant Manager of Foster Homes

Doreen Walker joined the Board on June 1, 2017 after being a  member and volunteer of CP for many years.  Doreen lives in Baltimore MD with her husband Bill  and their CP Cairns Charley and Jack.  Doreen is a member of the Calendar Team, and is affectionately known as the “CP Data Base Goddess” working with foster dog reports and everything that goes along with it. Doreen is the Assistant Manager to Sandy Tiller, our Director of Foster Homes.  Doreen is pictured here with her two boys Jack and Hamish (RB).

Danielle_Rackstraw

CPCRN@CairnRescue.com

Founder/Board Member Emeritus

Danielle Rackstraw
Founder/Board Member Emeritus

Danielle Rackstraw is Founder and Board Member Emeritus for Col. Potter Cairn Rescue Network.  Danielle was born with the "love for Animals gene" in an endless capacity, and during her early childhood years she had many different types of pets that she was totally responsible for.  Every occasion where gifts were given she didn't want the typical girlie gifts, it was always another pet, and always an argument which started out why she didn't need another pet to love and care for, and do chores to help earn a little money to help with their health care.

Pam_Burt

CPCRN@CairnRescue.com

Director of Legal Affairs

Pam Burt
Director of Legal Affairs

Pam Burt has been a part of Col. Potter since adopting CP’s Cayla in October 2001.  Serving over the years in CP’s public education group, Pam’s volunteer status expanded when she joined the Board of  Directors as Director of Legal Affairs in 2006.  Pam has remained on the CP Board since then.  Pam lives with her husband Irv in northern MI, two adopted CP Cairns Egypt who is now Lola and Jib who is now Jibby.  In this photo she is with with Cayla (RB).

BY-LAWS OF COL. POTTER CAIRN RESCUE NETWORK

                                                A New York Not-For-Profit Corporation

                                                        (Amended as of 4/23/2018)

ARTICLE I – Membership

 The corporation shall have no members.

ARTICLE II – Board of Directors

1.         Functions and Definitions. The corporation shall be managed by a governing board, which is herein referred to as the “Board of Directors,” “Board” or “directors.” The use of the phrase “entire Board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.         Qualifications and Number. Each director shall be at least 18 years of age. A director need not be a citizen of the United States or a resident of the State of New York. The number of directors constituting the entire Board shall be at least five (5) and no more than twelve (12) and such number may be fixed from time to time by action of the directors, or, if the number is not so fixed, the number shall be five (5). The number of directors may be increased or decreased by action of the directors, provided that any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire Board. No decrease shall shorten the term of any incumbent director.

3.         Election, Term of Office and Classification. The term of office of each director shall be three (3) years. Any director can be re-elected. Directors shall be divided into three classes for the purpose of staggering their terms of office. The first class shall contain one director whose term of office shall expire at the next annual meeting of the Board of Directors following such initial classification. The second class shall contain two directors whose terms of office shall expire at the second succeeding annual meeting, and the third class shall contain two directors whose terms of office shall expire at the third succeeding annual meeting. Director(s) to replace those whose terms expire shall be elected at each annual meeting, by a plurality of votes cast, to hold office for a full three-year term. In the interim between annual meetings of directors or special meetings of directors called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause, may be filled by the vote of the remaining directors then in office, although less than a quorum. Directors elected at annual meetings of the Board, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the annual meeting of the Board at which their term of office ends according to their class, and until their successors have been elected and qualified or until their death, resignation or removal.

4.         Meetings.

(a) Time. The annual meeting of the Board of Directors shall be held in January of each year. Meetings may be held at such other times as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

(b) Place. Meetings shall be held at such place within or without the State of New York as shall be fixed by the Board.

(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman or a Co-Chairman of the Board, or a majority of the directors in office.

(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat unless the lapse of such has been waived. The notice of any meeting need not specify the purpose of the meeting. Any requirements of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

(e) Quorum and Action. Except as hereinafter provided, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided by the Not-For-Profit Corporation Law and except as herein otherwise provided, the act of the Board shall be the act, at a meeting duly assembled, by vote of a majority of the directors present at the time of the vote, a quorum being present at such time. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

(f) Chairman and Secretary of the Meeting. Meetings of the Board shall be presided over by the Chairman of the Board, or by one of the Co-Chairmen, if there shall be more than one, in which case the responsibility to act as presiding officer shall alternate from meeting to meeting, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the Board. The Secretary shall act as secretary of each meeting of the Board. In the absence of the Secretary, the Chairman shall appoint a secretary of the meeting.

5.         Committees. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from their number three or more directors to constitute an Executive Committee and other standing committees, each of which, to the extent provided in the resolution designating it, shall have the authority of the Board of Directors with the exception of any authority the delegation of which is prohibited by Section 712 of the Not-For-Profit Corporation Law. Additionally, the Board of Directors may provide for special committees of the Board, which shall have such powers as the Board may lawfully delegate. Members of such special committees may be appointed by the Board, or by the Chairman of the Board or by a Co-Chairman of the Board, if any, when so authorized by the Board. The Board also may provide for committees of the corporation which committees shall be appointed or elected by the Board. Such committees shall have the power to recommend action to the Board but shall not have the power to take any corporate action.

6.         Removal of Directors. Any or all of the directors may be removed for cause by the Board of Directors provided there is a quorum of not less than a majority present at the meeting of the Board of Directors at which such action is taken.

7.         Resignations. Any director may resign at any time by giving written notice to the Chairman or one or more Co-Chairmen of the Board, if any, the Secretary, or the Board of Directors. The resignation shall take effect at the time specified therein, and, unless -2- otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

8.         Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all members of the Board of Directors or of any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors of any such committee shall be filed with the minutes of the proceedings of the Board of Directors or of any such committee.

 ARTICLE III – Officers

1.         Election, Term of Office and Functions.

The officers shall include a Chairman, a President, a Chief Financial Officer, and a Secretary. The directors may elect or appoint such other officers and assistant officers as they may determine. Any two or more offices may be held by the same person except the offices of President and Secretary. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the next annual election of officers and until such officer’s successor has been elected and qualified or until such officer’s death, resignation or removal. The officers of the corporation shall each have such powers and duties as are set forth herein and as generally pertain to their respective offices and such powers and duties as from time to time may be conferred upon them by the directors.

(a) The Chairman and each Co-Chairman of the Board, if any, shall be a member of the Board of Directors, and shall preside over all meetings of the Board. In addition, the Chairman and each Co-Chairman shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

(b) The President shall be the chief executive officer of the corporation, shall have general management responsibility over and superintendence of the business and affairs of the corporation, shall be responsible to the Board of Directors in the performance of the Chairman or Co-Chairmen’s duties, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

(c) The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of such meetings in a book to be kept for that purpose, shall give or cause to be given notice of all special meetings of the Board of Directors, shall have custody of the corporate seal of the corporation, if any, with authority to affix the same to any instrument or document requiring it, and, when so affixed, it may be attested by her signature, and may sign, on behalf of the corporation, contracts and other instruments which have been authorized by the Board of Directors.

(d) The Chief Financial Officer shall have general supervision over the care and custody of the funds and securities of the corporation, shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the corporation, shall deposit or cause to be deposited all funds and securities of the corporation in the name and to the credit of the corporation in such depositories as may be designated by the directors, shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall present periodic financial statements to the Board of Directors at its regular meetings.

2.         Removal. The Board of Directors may remove any officer, for cause or without cause, at any time.

3.         Resignations. Any officer may resign at any time by giving written notice to the Chairman or one or more Co-Chairmen of the Board, the President, the Secretary, or the Board of Directors. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.         Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-laws for the election of officers.

ARTICLE IV – Books and Records

The corporation shall keep at the office of the corporation located in Mehoopany, Wyoming County, State of Pennsylvania, as specified in the certificate of incorporation, correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and/or any committee which the directors may appoint, and a list or record containing the names and addresses of all directors. Any of the foregoing books, minutes, or lists or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE V – Corporate Seal

The corporate seal, if any, shall be in such form as the Board of Directors shall prescribe.

ARTICLE VI – Fiscal Year

The fiscal year of the corporation shall be fixed and shall be subject to change by resolution of the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the corporation shall end on December 31 of each year.

ARTICLE VII – Indemnification and Insurance

1.         Except as otherwise directed by the Board of Directors, any director or officer made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he is or was a director or officer of the corporation shall be indemnified by the corporation to the full extent permitted by law.

2.         The corporation shall obtain such insurance as the Board of Directors shall from time to time determine to protect the corporation against losses caused by the fraudulent or dishonest acts of any director, officer or employee, to reimburse the corporation for any obligation incurred pursuant to the first paragraph of this Article, and to indemnify directors and officers under circumstances permitted by law.

ARTICLE VIII – Amendments

The Board of Directors by Vote of the majority of the directors present at a meeting duly assembled, a quorum being present at the time of such vote, may amend or repeal the By-laws and may adopt new By-laws.

*************************************************************************************

AMENDMENT HISTORY

Amendments made 10/3/2006:

ARTICLE II – Board of Directors

2.         Qualifications and Number. Each director shall be at least 18 years of age. A director need not be a citizen of the United States or a resident of the State of New York. The initial Board of Directors shall consist of 3 persons. Thereafter the The number of directors constituting the entire Board shall be at least three (3) five (5) and no more than seven (7) and, except for the first Board of Directors, such number may be fixed from time to time by action of the directors, or, if the number is not so fixed, the number shall be 3 five (5). The number of directors may be increased or decreased by action of the directors, provided that any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire Board. No decrease shall shorten the term of any incumbent director.

3.         Election, Term of Office and Classification . The first Board of Directors shall consist of those persons named as the initial directors in the Certificate of Incorporation and shall hold office until the first annual meeting of the Board of Directors and until their successors have been elected and qualified. Thereafter, directors who shall be elected at annual meetings of the Board of Directors by a plurality of the votes cast, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of the Board of Directors and until their successors have been elected and qualified or until their death, resignation or removal. The term of office of each director shall be three (3) years. Any director can be re-elected. Directors shall be divided into three classes for the purpose of staggering their terms of office. The first class shall contain one director whose term of office shall expire at the next annual meeting of the Board of Directors following such initial classification. The second class shall contain two directors whose terms of office shall expire at the second succeeding annual meeting, and the third class shall contain two directors whose terms of office shall expire at the third succeeding annual meeting. Director(s) to replace those whose terms expire shall be elected at each annual meeting, by a plurality of votes cast, to hold office for a full three-year term. In the interim between annual meetings of directors or special meetings of directors called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause, may be filled by the vote of the remaining directors then in office, although less than a quorum. Directors elected at annual meetings of the Board, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the annual meeting of the Board at which their term of office ends according to their class, and until their successors have been elected and qualified or until their death, resignation or removal.

4.         Meetings.

                        (a) Time. The annual meeting of the Board of Directors shall be held in December of each year. Meetings may be held at such time other times as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble

                         (f) Chairman and Secretary of the Meeting. Meetings of the Board shall be presided over by the Chairman of the Board, or by one of the Co-Chairmen, if there shall be more than one, in which case the responsibility to act as presiding officer shall alternate from meeting to meeting, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the Board. The Secretary, if any, shall act as secretary of each meeting of the Board. In the absence of the Secretary, the Chairman shall appoint a secretary of the meeting.

7.         Resignations. Any director may resign at any time by giving written notice to the Chairman or one or more Co-Chairmen of the Board, if any, the Secretary, if any, or the Board of Directors. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE III – Officers

1.         Election, Term of Office and Functions. The initial officers shall include a Chairman, a President, a Chief Financial Officer, and a Secretary. Thereafter, the The directors may elect or appoint such other officers and assistant officers as they may determine. Any two or more offices may be held by the same person except the offices of President and Secretary.

                          (c) The Secretary, if any, shall attend all meetings of the Board of Directors and record all the proceedings of such meetings in a book to be kept for that purpose, shall give or cause to be given notice of all special meetings of the Board of Directors, shall have custody of the corporate seal of the corporation, if any, with authority to affix the same to any instrument or document requiring it, and, when so affixed, it may be attested by her signature, and may sign, on behalf of the corporation, contracts and other instruments which have been authorized by the Board of Directors.

3.         Resignations. Any officer may resign at any time by giving written notice to the Chairman or one or more Co-Chairmen of the Board, the President, if any, the Secretary, if any, or the Board of Directors. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Amendment made 01/07/2008

Amend Article II, paragraph 4 (“Meetings”), as follows:

            (a) Time. The annual meeting of the Board of Directors shall be held in December January of each year. Meetings may be held at such other times as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

Amendment made 4/23/2018

2. Qualifications and Number. Each director shall be at least 18 years of age. A director need not be a citizen of the United States or a resident of the State of New York. The number of directors constituting the entire Board shall be at least five (5) and no more than seven (7) twelve (12) and such number may be fixed from time to time by action of the directors, or, if the number is not so fixed, the number shall be five (5). The number of directors may be increased or decreased by action of the directors, provided that any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire Board. No decrease shall shorten the term of any incumbent director.