Bylaws of Deaf Dog Connections, Advocacy, Resources & Education (D2Care)
Section A. Principal Office
The Registered Office within the State of Delaware is in Sussex County. The Principal Office of the Corporation is located in Yolo County, State of California. Hence forward, the Principal Office of the Corporation will be located in the County and State of the President of the Organization.
Section B. Change of Address
The designation of the County and/or State of the Corporation's Principal Office will change as a new President takes office. The Board of Directors may change the Principal Office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
- New Address: __________________
- Dated: ________, 20__
Section C. Other Offices
The Corporation may also have offices at such other places, within or without its State of Incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Section A. IRC Section 501(c)(3) Purposes
This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section B. Specific Objectives and Purposes
The specific objectives and purposes of this Corporation shall be:
- Connect with the general public, veterinary professionals, rescue organizations, purebred dog clubs, breeders, and others about living with and training of deaf dogs, through the development and sharing of resources and educational programs.
- Support, advocate, and implement research to provide quantifiable data on deaf dogs.
- Develop educational programs to encourage positive attitudes toward deaf dogs, and work to dispel the misinformation and mythology surrounding deafness in dogs.
- Advocate and encourage acceptance and participation of deaf dogs in recognized canine activities, including (but not limited to) Obedience, Agility, Rally, Tracking competitions, as well as Therapy Dog or Search and Rescue work.
- Develop a positive, supportive, and educational resource environment (through the use of our website and other educational formats), for anyone working or living with deaf dogs.
- Support and encourage rescue organizations to accept deaf dogs, by providing resources and funding (based on need and purpose for funds).
- Connect deaf dogs needing homes with caring, appropriate families, by dedicating a portion of our website to list biographies of deaf dogs available for adoption.
Section A. Number
The Corporation shall have nine (9) Directors and collectively they shall be known as the Board of Directors.
Section B. Qualifications
Qualifications for Directors of this Corporation shall be as follows:
- Be over 21 years old;
- Be a Member in good standing of D2Care for one (1) year, or a Charter Member, whichever is less;
- Have own reliable computer with e-mail or internet access;
- May not be a Board Member or Committee Member of a national or international group or organization with substantially the same purposes and objectives as D2Care;
- Agrees to abide by the D2Care Articles of Incorporation, Bylaws, all other D2Care rules and regulations, and promises to promote the health, welfare, and quality of life for deaf dogs.
Section C. Powers
Subject to the Provisions of the Laws of this State and any limitations in the Articles of Incorporation and these Bylaws relating to action required of or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all Corporate Powers shall be exercised by or under the direction of the Board of Directors.
Section D. Duties
It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
- Appoint and remove, employ, and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Agents and Employees of the Corporation;
- Supervise all Agents and Employees of the Corporation to assure that their duties are performed properly;
- Meet at such times and places as required by these Bylaws;
- Register their addresses, e-mail addresses, and phone numbers with the Secretary of the Corporation, and notices of meetings mailed, e-mailed, telephoned, or via facsimile to them at such addresses shall be valid notices thereof.
Section E. Terms of Office
Each Director shall hold Office for a period of four (4) years with no more than two (2) consecutive terms or until his or her successor is elected and qualifies.
Section F. Compensation
Directors shall serve without compensation except that a reasonable re-compensation may be paid to Directors for attending regular and special meetings of the Board, unless such meeting is held electronically. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties with prior authorization. Directors will not receive compensation for computer or other internet-capable device, monthly internet access fees, or repair of equipment. Any payments to Directors shall be approved in advance in accordance with this Corporation's Conflict of Interest policy, as set forth in Article XI of these Bylaws.
Section G. Place Of Meetings
Meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section H. Regular Meetings
Regular meetings of Directors shall be held on the first Sunday of January, March, May, July, September, and November at a time determined by the Board of Directors, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the following Sunday.
Section I. Special Meetings
Special meetings of the Board of Directors may be called by the President of the Board, the Vice President, the Secretary, by any two Directors, or, if different, by the persons specifically authorized under the Laws of this State to call special meetings of the Board. Such meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting.
Section J. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or Provisions of Law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
- Regular Meetings. A notice via e-mail will be sent by the Secretary two (2) weeks prior to the planned meeting for the purpose of reminding Board members. Agenda items should be forwarded to the President at least one week prior to the scheduled meeting.
- Special Meetings. At least one (1) week's prior notice shall be given by the Secretary of the Corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by e-mail, by first class mail, by telephone, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. The Director so notified will inform the Secretary of receipt of notification within 24 hours.
- Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the Laws of this State, a Waiver of Notice in writing, signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
- Voting and Meeting Attendance Record. Each Director shall have one (1) vote in any election or vote before the Board, and shall not vote by proxy. The Secretary shall keep a record of all meetings attended by each Board member. Voting shall be open, unless a special request is made for anonymous voting. Any Board member who fails to vote on at least 75% of all Board issues submitted within six (6) months or who is absent from two (2) consecutive regular meetings of the Board of Directors may be removed from office as provided in Article V, Section N. Extenuating circumstances may be taken into consideration on a case-by-case basis by the Board of Directors. The Secretary shall notify the President of any Member who has not participated as above stated.
Section K. Quorum for Meetings
A quorum shall consist of seven (7) of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
Section L. Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or Provisions of Law require a greater percentage or different voting rules for approval of a matter by the Board.
Section M. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated, or in his or her absence, by the Vice President of the Corporation, or in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the Presiding Officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with, or in conflict with, the Articles of Incorporation, these Bylaws, or with Provisions of Law.
Section N. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, or (2) whenever the number of authorized Directors is increased. Any Director may resign effective upon giving written notice to the President of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate Agency of this State.
Directors may be removed from Office, with or without cause, as permitted by and in accordance with the Laws of this State. Directors may be removed from Office by a positive vote of seven (7) members of the Board. The total vote will include the vote of the person being considered for removal. Removal may also be made through a recall petition wherein two-thirds (2/3) of the voting Membership has signed for recall. A Director facing impending removal shall receive written notice one (1) week prior to the regular meeting where this will appear on the agenda and written verification of the meeting outcome will be sent via e-mail or postal mail. The Membership may be notified of any subsequent vacancy prior to the appointment of a Board Member to temporarily fill that position.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or Provisions of Law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall serve for the un-expired term of his predecessor or until his or her death, resignation, or removal from office. The remaining Board shall fill the vacant position by the next Board meeting. If the Board is unable to fill the position within this time frame, the matter shall be taken back to Membership for election of qualified candidates from the Membership. If the Board drops to five (5) or fewer Members and new Members to the Board cannot be found for six (6) months, then the Organization must disband and all assets will be distributed to recognized 501(c)(3) dog rescues that are involved in the rescue and adoption of deaf dogs.
Section O. Non-liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section P. Indemnification by Corporation of Directors and Officers
The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the Laws of this State.
Section Q. Insurance for Corporate Agents
Except as may be otherwise provided under Provisions of Law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation (including a Director, Employee, or other Agent of the Corporation) against liabilities asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such, whether or not the Corporation would have the power to indemnify the Agent against such liability under the Articles of Incorporation, these Bylaws, or Provisions of Law.
Section A. Designation of Officers
The Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Membership Officer. The Officers shall be elected to the Officer positions by the Board of Directors, except for the Membership Officer who shall be selected by the Membership. The Corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such Officers with such titles as may be determined from time to time by the Board of Directors. Any Board Member shall not hold more than one office simultaneously.
Section B. Qualifications
Only Board Members shall be elected to Officer Positions.
Section C. Election and Term of Office
Officer positions shall be elected by the Board of Directors, at the July meeting, other than the Membership Officer, who is chosen by the Membership at their May meeting. Each Officer may hold the same office for a maximum of two (2) consecutive terms (each term is two (2) years), or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section D. Removal and Resignation
Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. An Officer may be removed from Office by a majority vote of seven (7) Members of the Board. The total vote may include the vote of the person being considered for removal. An Officer facing impending removal shall receive written notice, via e-mail or postal mail, one (1) week prior to the regular meeting where this will appear on the agenda and written verification of the meeting outcome will be sent via e-mail or postal mail.
Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section E. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board conducts a special meeting and fills the vacancy. A special meeting shall be called within two (2) weeks of the death, resignation, removal, disqualification, or otherwise of an Officer. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section F. Duties of President
The President shall be the Chief Executive Officer of the Corporation and shall supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by Law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the Members. Except as otherwise expressly provided by Law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may, from time to time, be authorized by the Board of Directors.
Section G. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by Law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section H. Duties of Secretary
The Secretary shall:
Certify and submit a copy to the Principle Office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Submit to the Principle Office of the Corporation or at such other place as the Board may determine, a (electronic or paper) book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of Members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be Custodian of the records of the Corporation.
Exhibit at all reasonable times to any Director of the Corporation, or to his or her legally recognized Agent or Attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the Directors of the Corporation.
In general, perform all duties incident to the Office of Secretary and such other duties as may be required by Law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section I. Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the Name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her legally recognized Agent or Attorney, on request therefore.
Render to the President and Directors, at each Board meeting, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the Office of Treasurer and such other duties as may be required by Law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section J. Duties of Membership Officer
The Membership Officer shall:
Be a member of the Membership Committee.
Act as primary liaison between the Board and the Membership.
Chair the Membership meeting.
Maintain and submit to the Principle Office of the Corporation a Membership record containing the name and address of each and any Members, and, in the case where any Membership has been terminated, he or she shall record such fact in the Membership record together with the date on which such Membership ceased.
Section K. Compensation
Officers shall serve without compensation except that a reasonable re-compensation may be paid to Officers for attending regular and special meetings of the Board unless such meeting is held electronically. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties with prior authorization. Any payments to Officers shall be approved in advance in accordance with this Corporation's Conflict of Interest policy, as set forth in Article XI of these Bylaws.
Section A. Determination and Rights of Members
The Corporation shall have only one class of member.
No Member shall hold more than one Membership in the Corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this Corporation, or Provisions of Law, all Memberships shall have the same rights, privileges, restrictions, and conditions.
Section B. Requirements for Membership
The requirements for Membership in this Corporation are as follows:
- Paying dues for Membership;
- Be a minimum of 18 years old for a voting Membership;
- Agree to abide by the governing documents for this Organization.
See Section I for reasons for voluntary or involuntary termination of Membership.
Section C. Admission of Members
Applicants shall be admitted to Membership via an application and upon payment of dues.
Section D. Fees and Dues
- The following fees shall be charged for making application for Membership in the Corporation: $15 per individual or $25 per family at the same address.
- Payment of said fees entitles Membership from the time of application until the end of the Membership year, which will run from July 1 to June 30.
- Membership is renewable annually for the fee of $15 per individual and $25 per family at the same address and is renewable on July 1 of each year.
Section E. Number of Members and Voting Rights
- There is no limit on the number of Members the Corporation may admit.
- Each individual Member shall have 1 vote and family Memberships shall have a maximum of 2 votes in all matters requiring a vote of the Membership for the Corporation.
- Only Members 18 years of age and over may vote.
Section F. Membership Record
The Corporation shall keep a Membership record containing the name, email address, home address, and date of Membership. Termination of the Membership of any Member shall be recorded, together with the date of termination of such Membership. Such records shall be kept at the Corporation's Principle Office. See Article IX Section C in regards to Members Inspection Rights to such Records.
Section G. Non-liability of Members
A Member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
Section H. Non-transferability of Memberships
No Member may transfer a Membership or any right arising therefrom. All rights of Membership cease upon the Member's death or termination of Membership for any reason.
Section I. Termination of Membership
The Membership of a Member shall terminate upon the occurrence of any of the following events:
- Upon his or her notice of such termination, delivered to the Membership Officer of the Corporation personally, in writing by regular mail or by e-mail, such Membership to terminate upon the postmark date stamped on the mail. Should a termination request take place before the end of the Membership year, Membership fees shall not be refunded;
- If this Corporation has provided for the yearly payment of dues for Membership, upon failure to renew said Membership on or before the due date, Membership shall be considered delinquent. Termination shall be effective thirty (30) days from the due date of renewal;
- After providing the Member with reasonable written notice via e-mail or postal mail, and an opportunity to be heard either orally or in writing, a Membership may be terminated upon determination by the Board of Directors that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Organization. This conduct may include, but is not limited to, continued aggression or slander towards a Member or Members of this Corporation without due evidence, the undermining of the Corporation's goals and other conduct not conducive to the Mission Statement of the Corporation. Membership fees shall not be refunded.
All rights of a Member in the Corporation shall cease on termination of Membership as herein provided.
Meetings of Members
Section A. Place of Meetings
Meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section B. Regular Meetings
Regular meetings of the Members shall be held on 3rd Sunday of March, at a time determined by the Membership Officer. If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the following Sunday. On alternate years (odd) the main purpose for this meeting shall be to review candidates applying for a Board of Directors position, and preparing ballots for voting. Voting for Directors may be by electronic voting and/or by written ballot (fax or regular mail) as determined by the Board of Directors.
A second regular meeting of Members shall be held on 3rd Sunday of May, at a time determined by the Membership Officer for the purpose of announcing the results of the elections for Director. At all times the meetings may be used for transacting other business as may come before the Membership.
Section C. Special Meetings of Members
Special meetings of the Members shall be called by the Board of Directors, the Membership Officer, the Chairperson of the membership Committee, or the President of the Corporation, or, if different, by the persons specifically authorized under the Laws of this State to call special meetings of the Members.
Section D. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or Provisions of Law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, or by e-mail or facsimile, by or at the direction of the President, the Membership Officer, or the Secretary, or the persons calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered via the postmark date stamped on the envelope and addressed to the Member at his or her address as it appears on the Records of the Corporation. Personal notification includes notification by telephone or by facsimile machine.
Every effort will be made to state the names of all those who are nominees or candidates for election to the Board at the time notice is given for any meeting of Members. However, Members may also propose candidates from among those presenting at a Members meeting.
Whenever any notice of a meeting is required to be given to any Member of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the Law of this State, a waiver of notice in writing signed by the Member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section E. Quorum for Meetings
A quorum shall be determined in the following manner (and shall include the Board Members in attendance):
If the voting Membership is less than or equal to 100, a quorum shall be 25% of the registered Membership.
If the voting Membership is between 101 and 200, inclusive, a quorum shall be 15% of the registered Membership.
If the voting Membership is greater than or equal to 201, a quorum shall be 10% of the registered Membership.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, no business shall be considered by the Members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section F. Majority Action as Membership Action
Every act or decision done or made by a majority of voting Members present in person, or by limited proxy at a duly held meeting at which a quorum is present is the act of the Members, unless the Articles of Incorporation, these Bylaws, or Provisions of Law require a greater number.
Section G. Voting Rights and Proxies
- Each Member is entitled to one vote on each matter submitted to a vote by the Members. Family Memberships are entitled to two votes;
- Any Member wishing to exercise a proxy vote shall submit to the Board of Directors at least thirty (30) days prior to said vote, a notarized letter of intent, naming the proxy holder and specifying for which election/vote the proxy is given;
- A proxy holder must be a Member in good standing, and may accept only one limited proxy. The proxy may last only for the current vote before the Membership.
Section H. Action by Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Corporation distributes a written or electronic ballot to each Member entitled to vote on the matter. The ballot shall:
- Set forth the proposed action;
- Provide an opportunity to specify approval or disapproval of each proposal;
- Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted;
- Specify the date by which the ballot must be received by the Corporation in order to be counted. The date set shall afford Members a reasonable time within which to return the ballots to the Corporation. The date of receipt will be set by the postmark date on all regular mail items and the electronic date stamp on all electronic correspondence.
Ballots shall be mailed or delivered in the manner required for giving notice of Membership meetings as specified in these Bylaws.
Approval of action by written or electronic ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or greater than 40% of total number of eligible Members.
Approval of action at a Membership meeting requires a majority of those voting. If the votes for approval total less that 20% of the total number of eligible Members, the action will be put on a ballot before the entire Membership, on or before the next regular elections.
Directors will be elected by electronic ballot or written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. In the event that there is a tie for any seat on the Board, the decision shall be made at the Membership meeting in the following manner;
- The Chairman and Members of the Membership Committee will choose a number between 1 and 20 among themselves;
- The Candidates will each choose a number, and whoever is the closest shall be elected to the Board of Directors;
- This process may be repeated until a final determination is made.
Section I. Conduct of Meetings
Meetings of Members shall be presided over by the Membership Officer, or, if there is no Membership Officer, by the President of the Corporation, by Vice President, or in the absence of all of these persons, by a Chairperson chosen by a majority of the voting Members present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with, or in conflict with, the Articles of Incorporation, these Bylaws, or with Provisions of Law.
All Committees shall have at least one Board Member as a Member of the Committee.
Section A. Bylaws Committee
The Bylaws Committee shall be established as needed. The Bylaws Committee shall be responsible for all proposed Amendments to the Bylaws. It shall receive proposals and shall present proposed Amendments to the Board. The Board shall present to the Membership. The Committee shall consist of two (2) Members of the Board, chosen by the Board, and three (3) Members of the Membership, chosen by the Membership. These Members of the Bylaws Committee shall be selected at a regular or special meeting.
Section B. Membership Committee
The Membership Committee will be responsible for initiating the biennial elections for the Board, reviewing candidate's biographical submissions for compliance with the qualifications for Board Membership, setting up and monitoring the election, and announcing results. The Membership Committee will also be responsible for initiating any other votes to be taken to the membership. In the event of a conflict between Members, the Membership Committee will work with the Board to resolve the conflict. The Membership Committee will also be responsible for reviewing policies relating to the Membership and proposing changes, as indicated. The Board may assign other duties, as required. The Committee may propose other duties, as needed.
Section C. Other Member Committees
The Corporation shall have other Committees as may, from time to time, be designated by Resolution of the Board of Directors. These Committees will consist of persons who are not also Members of the Board and shall act in an advisory capacity to the Board.
Section D. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the Committee and its Members for the Board of Directors and its Members, except that the time for regular and special meetings of Committees may be fixed by resolution of the Board of Directors or by the Committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of Committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Execution of Instruments, Deposits, and Funds
Section A. Execution of Instruments
The Board of Directors, 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 Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, Agent, or Employee shall have any Power or Authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section B. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer.
Section C. Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Deposits should be made as funds or donations are accepted, but at a minimum of two (2) times per month.
Section D. Gifts
The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
Corporate Records and Reports
Section A. Maintenance of Corporate Records
The Corporation shall keep at its Principle Office copies of (electronic and/or paper):
- Minutes of all meetings of Directors, Committees of the Board, all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- A record of its Members indicating their names and addresses and, if applicable, the class of Membership held by each Member and the termination date of any Membership;
- A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members of the Corporation at all reasonable times during office hours.
Section B. Directors' Inspection Rights
Every Director shall have the absolute right, at any reasonable time, to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and Provisions of Law.
Section C. Members' Inspection Rights
Every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a Member:
- To inspect and copy the record of all Members' names and e-mail addresses during normal business hours, upon written demand on the Membership Officer of the Corporation, which demand shall state the purpose for which the inspection rights are requested;
- To obtain from the Membership Officer of the Corporation, upon written demand on, and payment of a reasonable charge to, the Membership Officer of the Corporation, a list of the names of those Members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the Member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The Membership list shall be made available within a reasonable time after the demand is received by the Membership Officer of the Corporation or after the date specified therein as of which the list is to be compiled;
- To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or Committees of the Board, upon written demand on the Membership Officer of the Corporation by the Member, for a purpose reasonably related to such person's interests as a Member;
- The Board of Directors has the right to determine if the purpose for the request is a proper purpose which is defined as a purpose reasonably related to person's interest as a Member;
- Requests from outside of the Organization shall be denied unless the request is made by a governmental body or Attorney or other legally recognized Agent on behalf of a member.
Members shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and Provisions of Law.
Section D. Right to Copy and Make Extracts
Any inspection under the Provisions of this Article may be made in person or by a legally recognized Agent or Attorney and the right to inspection shall include the right to copy and make extracts.
Section E. Periodic Report
The Board shall cause any Annual or periodic Report required under law to be prepared and delivered to an Office of this State and to the Members of this Corporation, to be so prepared and delivered within the time limits set by law.
IRC 501(c)(3) Tax Exemption Provisions
Section A. Limitations on Activities
No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence Legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any Candidate for public office.
Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section B. Prohibition Against Private Inurement
No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, Directors or Trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.
Section C. Distribution of Assets
Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the Laws of this State.
Section D. Private Foundation Requirements and Restrictions
In any taxable year in which this Corporation is a Private Foundation as described in Section 509(a) of the Internal Revenue Code, the Corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Conflict of Interest and Compensation Approval Policies
Section A. Purpose of Conflict of Interest Policy
The purpose of this Conflict of Interest Policy is to protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement, but not replace, any applicable State and Federal Laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section B. Definitions
- Interested Person. Any Director, Principle Officer, member of a Committee with governing Board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
- A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section C, paragraph 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or Committee decides that a conflict of interest exists.
Section C. Conflict of Interest Avoidance Procedures
- Duty to Disclose. In connection with any actual or possible Conflict of Interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and Members of Committees with governing Board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing Board or Committee meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Board or Committee members shall decide if a Conflict of Interest exists.
- Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing Board or Committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible Conflict of Interest.
The Chairperson of the governing Board or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing Board or Committee shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the governing Board or Committee shall determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy. If the governing Board or Committee has reasonable cause to believe a Member has failed to disclose actual or possible Conflicts of Interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.
- If, after hearing the Member's response and after making further investigation as warranted by the circumstances, the governing Board or Committee determines the Member has failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action.
Section D. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing Board and all Committees with Board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible Conflict of Interest, the nature of the financial interest, any action taken to determine whether a Conflict of Interest was present, and the governing Board's or Committee's decision as to whether a Conflict of Interest, in fact, existed;
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section E. Compensation Approval Policies
A voting Member of the governing Board who receives compensation, directly or indirectly, from the Corporation for services, is precluded from voting on matters pertaining to that Member's compensation.
A voting Member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services, is precluded from voting on matters pertaining to that member's compensation.
No voting Member of the governing Board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for Directors, Officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the Conflict of Interest requirements and policies contained in the preceding and following sections of this Article as well as the preceding paragraphs of this section of this Article, the Board or a duly constituted compensation Committee of the Board shall also comply with the following additional requirements and procedures:
- The terms of compensation shall be approved by the Board or compensation Committee prior to the first payment of compensation.
- All Members of the Board or compensation Committee who approve compensation arrangements must not have a Conflict of Interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each Board Member or Committee Member approving a compensation arrangement between this Organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
- Is not the person who is the subject of the compensation arrangement, or a family member of such person;
- Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
- Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
- Has no material financial interest affected by the compensation arrangement;
- Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the Board or Committee member.
- The Board or compensation Committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
- Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" Organizations are those of a similar size, purpose, and with similar resources;
- The availability of similar services in the geographic area of this Organization;
- Current compensation surveys compiled by independent firms;
- Actual written offers from similar Institutions competing for the services of the person who is the subject of the compensation arrangement.
As allowed by IRS Regulation 4958-6, if this Organization has average annual gross receipts (including contributions) for its three (3) prior tax years of less than $1 million, the Board or compensation Committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three (3) comparable Organizations in the same or similar communities for similar services.
- The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board or compensation Committee that approved the compensation. Such documentation shall include:
- The terms of the compensation arrangement and the date it was approved;
- The Members of the Board or compensation Committee who were present during debate on the transaction, those who voted on it, and the votes cast by each Board or Committee member;
- The comparability data obtained and relied upon and how the data was obtained;
- If the Board or compensation Committee determines that reasonable compensation for a specific position in this Organization, or for providing services under any other compensation arrangement with this Organization, is higher or lower than the range of comparability data obtained, the Board or Committee shall record in the minutes of the meeting the basis for its determination;
- If the Board or Committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the Board or Committee meeting;
- Any actions taken with respect to determining if a Board or Committee member had a Conflict of Interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the Conflict of Interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of Conflict of Interest by a member, the member with the Conflict of Interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);
- The minutes of Board or Committee meetings at which compensation arrangements are approved, must be prepared before the later of the date of the next Board or Committee meeting, or 60 days after the final actions of the Board or Committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the Board and Committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to, or at the next Board or Committee meeting following final action on the arrangement by the Board or Committee.
Section F. Statements
Each Director, Principle Officer, and member of a Committee with governing Board delegated powers shall sign a statement which affirms, for the duration of their tenure on the Board or on a Committee, such person:
- Has received a copy of the Conflicts of Interest Policy;
- Has read and understands the Policy;
- Has agreed to comply with the Policy;
- Understands the Corporation is charitable, and in order to maintain its Federal Tax Exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Section G. Periodic Reviews
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining;
- Whether partnerships, joint ventures, and arrangements with management Organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section H. Use of Outside Experts
When conducting the periodic reviews as provided for in Section G, the Corporation may, but need not, use outside Advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted.
Amendment of Bylaws
Section A. Amendment
Any Member, or group of Members, may submit to the Board of Directors a proposed Amendment in writing. The Board shall activate and request the Bylaws Committee to review the proposed Amendment in accordance with Section B of this Article. Upon receipt of the recommended language of the proposed Amendment from the Bylaws Committee, said Board shall direct the notice of the proposed Amendment be given in accordance with Section C of this Article. No Amendment to the Bylaws may be considered when the Board is seven (7) or fewer Members.
Section B. Preparation for Consideration
Any Amendment(s) proposed shall be submitted to the Bylaws Committee. The Bylaws Committee shall review the language of a proposed Amendment for technical correctness and shall make any changes to the language of the proposed Amendment and any other sections of these Bylaws that are affected by the proposed Amendment to insure that no conflict in the Bylaws will exist, as it deems necessary to effect the proposed Amendment. The Bylaws Committee shall submit its recommended language to the Board of Directors within one hundred-twenty days (120) days of the Committee's receipt of the proposed Amendment. The Bylaw Committee may not be discharged until the Amendment(s) is resolved and voted upon.
Section C. Notice of Amendment
Notice of proposed Amendment shall be distributed to each Member entitled to vote. It shall include an explanation of the reason for the Amendment, as well as showing exactly how it will fit into existing Bylaws. Said notice shall be distributed not less than thirty (30) days prior to a regular or special meeting at which such Amendment is to be discussed. Publication of said notice in any official publication of the Organization shall be deemed to be notice for the purposes for this section.
Section D. Discussion of Amendment
Any proposed Amendments for which notice has been properly given shall be in order for discussion by the Members at a regular or special meeting. If there are no changes proposed to the Amendment, the Board of Directors shall submit the proposed Amendment to the Membership for adoption in accordance with Section E of this Article. If changes are proposed, the Amendment shall be sent back to the Bylaws Committee for further revision before being proposed again (Section B).
Section E. Submission of Amendment
All proposed Amendments, which are submitted to the Membership, shall be transmitted to all Members entitled to vote according to established voting procedures.
Section F. Voting on Amendment
Voting shall be done during the normal polling period of March-May. A minimum of 40% of the eligible Membership must cast votes for adoption to be valid. The adoption of the Amendment shall require a minimum vote in its favor of two-thirds (2/3) of votes cast.
Section G. Adoption of Amendment
Should the proposed Amendment(s) receive two-thirds (2/3) of the votes cast, the Amendment (s) shall be effective immediately or at a date decided upon by the Membership or Board, and shall become a part of these Bylaws and the Membership shall be notified accordingly.
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this Corporation filed with an Office of this State and used to establish the legal existence of this Corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future Federal Tax Code.
Adoption of Bylaws
We, the undersigned, are all of the initial Directors or Incorporators of this Corporation, and we consent to, and hereby do adopt the foregoing Bylaws, consisting of 24 preceding pages, as the Bylaws of this Corporation.
- Katrina McGinnis, President
- Lori Skinner, Vice President
- Myra Ellis, Treasurer
- Jim Beckley, Secretary
- Rhonda Champion
- Becca Incledon
- Jennifer Laus