BYLAWS OF AMERICAN ESKIMO RESCUE OF ST. LOUIS

Transcription

1 BYLAWS OF AMERICAN ESKIMO RESCUE OF ST. LOUIS ARTICLE I 1. Name. The name of the organization shall be American Eskimo Rescue of St. Louis (hereafter referred to as AER ). It shall continue to be incorporated under Missouri statutes for not-for-profit corporations. 2. Location. The principle place of business shall be in St. Louis, Missouri. 3. Duration. The corporation shall have perpetual existence. 4. Purpose. The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, 1954, or the corresponding provision of any future United States Internal Revenue law. Such purposes include but are not limited to: (a) Provide shelter and medical care to homeless dogs, specifically American Eskimo purebred and mixed dogs. (b) Minimize the needless euthanizing of abandoned dogs at local shelters/pounds; (c) Remove dogs from abusive, dangerous and/or neglectful environments; (d) Establish a network of individuals willing to provide quality temporary foster homes for rescued animals; (e) Operate programs and events to place rescued animals into suitable and loving permanent adoptive homes and raise funds for AER; (f) Create public interest and awareness of abused, abandoned and/or neglected animals; (g) Foster a community of enthusiasts for the American Eskimo dog breed. Page 1 of 8

2 ARTICLE II 1. Membership. The Organization does not have a General Membership. Financial supporters will be given the title of "Donor", and volunteers will be given the title of "Volunteer". Donors and Volunteers have no voting rights and may not present themselves to the public as representatives of AER. Volunteers will be required to complete a volunteer application, which will be subject to approval at the discretion of the Board of Directors or its designee. A person shall not be a Volunteer until approved by the Board of Directors or its designee at its sole discretion. No person charged or convicted of animal cruelty, neglect or abandonment, or any other felony, by a court of law or other appropriate governmental authority may be a Volunteer for AER. 2. Disqualification of Volunteer: Based on the critical work performed by AER, it is understood that a spirit of goodwill, cooperation and trust between parties is paramount. For this reason, any Volunteer may be terminated and separated from AER upon a majority vote by the Board of Directors. The Volunteer shall have no recourse against AER or its affiliates. ARTICLE III 1. Electronic Mail, Telephone Meetings: Electronic mail shall be considered equivalent to any communication otherwise required to be in writing. Board members shall also be permitted to participate in meetings through telephone communication if such can be arranged so that all Board members can effectively communicate with each other. 2. Number. The initial number of Directors shall be SIX (6) and may be changed without further amendment of these bylaws. At no time may the number of Directors be less than THREE (3). 3. Designation of Directors. The Board of Directors shall be the President, Vice President, Treasurer, Secretary, Adoption Director and Events Director. These six shall have authority to carry out the duties prescribed in these bylaws as generally pertain to their respective offices unless otherwise provided by the Board. Directors shall have the right to act in such ways to reasonably serve the best interests of AER. Their duties are as follows: a. President shall serve as a Chairman of the Board. All other Directors shall report to the President or his/her delegate. The President shall keep abreast of all Board activities and shall be entitled to attend any meeting of any committee. The President shall discharge all other duties as may be required by these Bylaws, as well as all duties that may from time to time be assigned by the Board. Page 2 of 8

3 b. Vice President shall serve as the President s delegate, as well as preside in the President s absence. The Vice President shall also assume the responsibilities of any other Director when such Director is absent, subject however to the control of the Board, and such other duties as he/she shall from time to time be assigned by the Board. c. Treasurer shall manage all financial affairs of the organization. He or she shall be responsible for all funds, properties, and securities held by AER. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of AER, as well as record the deposits of all monies and other valuable effects of the Organization. He/she shall deposit all monies and other valuable effects of the Organization in the name, and to the credit of AER in such banks or depositories as the Board may designate. The Treasurer shall provide a financial report to the Board not less than biannually. He/she shall at all reasonable times exhibit AER books and accounts to any Board member upon request. He/she shall perform all duties incident to the office of the Treasurer, subject, however, to the control of the Board, and such other duties that shall from time to time be assigned to him or her by the Board. d. Secretary shall keep the minutes of the Board. The Secretary must assure that corporate records are properly maintained, including files pertaining to each dog taken into AER custody, as well as distribute copies of the minutes, and the agenda, to each Board member. The Secretary shall perform all duties incident to the office of the Secretary, subject however, to the control of the Board, and such other duties that shall from time to time be assigned to him or her by the Board. e. Adoption Director shall be AER representative and point person for all shelters, veterinarians, transporters, foster homes and all other volunteers involved in the day to-day responsibilities of rescuing dogs. This includes but is not limited to arranging transport of dogs to/from veterinary facilities, foster homes, shelters; determining appropriate and suitable foster and adoptive homes; temperament evaluations of dogs; operating adoption events; volunteer training and management; and drafting biographies for adoptable dogs. The Adoption Director shall perform all duties incident to the office of the Adoption Director, subject however, to the control of the Board, and such other duties that shall from time to time be assigned to him or her by the Board. f. Marketing Director shall be responsible for all media, adoption and fundraising events and fundraising campaigns. This includes but is not limited to preparing grant proposals, drafting training policies and manuals; making written announcements to volunteers, donors and/or the general public; and organizing and planning fundraising events campaigns. The Marketing Director shall perform all duties incident to the office of the Marketing Director, subject however, to the control of the Board, and such other duties that shall from time to time be assigned to him or her by the Board. Page 3 of 8

4 4. Term: All Board members shall serve for a term of ONE (1) year, with no term limits. 5. Conflict of Interest: Whenever a Director has a financial or personal interest in any matter coming before the Board or Committee, that interest shall be made known to the Board or Committee and any action on that matter shall be handled in accordance with the Conflict of Interest policy. 6. Powers. The Board of Directors shall have all corporate authority, except such powers as are otherwise provided in these bylaws and the laws of the State of Missouri, to conduct the affairs of the Corporation in accordance with these bylaws. Subject to any limitations of the Articles of Incorporation or Bylaws, the general powers of the Organization will be exercised, its property controlled, and its business and affairs conducted by or under the direction of the Board of Directors. The Board may act by majority vote of all the Directors in all matters, including all rules and regulations governing the action of the Board and Organization. 7. Annual Meetings. Directors must meet each year for the purpose of organization, the election of Directors, and transaction of other business. The time and location of such meeting shall be noticed in writing, including electronic transmission. 8. Removal. Any Director may be removed by majority vote of the remaining Directors for failure to act in the best interests of the Corporation, or lack of sympathy with the stated purpose(s) of AER. Any Director proposed to be removed is entitled to five (5) business days notice of the meeting at which the removal shall be considered and may address the Board at such meeting. 9. Compensation. Directors shall receive no compensation for their service as Directors. 10. Committees and Appointed Positions: The Board may create or dissolve Committees and make such other appointments as needed by a majority vote. 11. Assessment, in-take, and care: Adoption Committee, consisting of a group of trained Volunteers led by the Adoption Director, is tasked with assessments of new potential rescue dogs. In-take of dogs known to exhibit aggressive behavior such as biting will be determined on a case-by-case basis, taking into consideration any known history of aggression and the extent of injury or damages caused by such aggression, if any. Medical procedures for rescue dogs, such as major surgery and euthanasia, will be subject to vote by the Board. The opinion of the veterinary professional with respect to the prudence and necessity of the procedure, as well as the dog s viability and adoptability, shall be deemed ONE vote. ARTICLE IV Page 4 of 8

5 12. Permanent, Corporate Records: The Organization shall keep current and correct records of the accounts, minutes of the meetings and proceedings, Volunteer, Foster Home, and records of all Board membership, past and present, of AER. Such records shall be secured at the principal place of business of AER or the incumbent Secretary s home or place of business. Any such records shall be in written or electronic form. Restrictions on Actions ARTICLES V 1. All the assets and earnings of the Corporation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, Directors or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. 2. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any Directors, Directors, and private property of the subscribers, Directors or Directors shall not be liable for the debts of the Corporation. 3. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the incorporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. 4. In particular, but not without limitation of the generality of the foregoing paragraph, during such time as the Corporation may be considered a private foundation as defined by Section 509(a), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, it shall not: A. Fail to distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942, Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Page 5 of 8

6 B. Engage in any act of self dealing as defined in Section 4941(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. C. Retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. D. Make any investment on such manner as to subject it to tax under Section 4944, Internal Revenue Code, 1986, or the corresponding provision of any future federal law. E. Make any taxable expenditures as defined in Section 4945(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Article VI Contracts: No Director or other person(s) shall have any power or authority to enter into any contract, render it liable for any debts or obligations, execute, or deliver any instrument in the name of, or on behalf of AER. The Board may however, authorize any Director(s) to take such actions. Such authority may be general, or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the President, Vice President, and Treasurer serving as the Executive Committee. Loans: There shall be no loans made by, or to AER, and no evidences of indebtedness will be issued in its name unless authorized by a unanimous vote of the Board. No loans will be made by AER to any of its Directors, Directors or Members. Checks: All forms of checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidences of indebtedness, issued in the name of AER, will be signed by such Director or Directors of the Board, as shall from time to time be determined by resolution of the Board. A Director s authorization to sign checks on behalf of AER will continue from the initial Board resolution granting that authority until it is explicitly terminated. ARTICLE VII Dissolution. Upon the dissolution of AER, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of AER, including the costs and expenses of such dissolution, dispose of all the assets of AER exclusively for the purposes of the corporation in such manner, or to such organizations organized and at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law, as the Board of Directors shall determine. None of the assets will be distributed to any Director or director of the Corporation. Page 6 of 8

7 Article VIII Notwithstanding any provision of these bylaws, the Corporation shall not discriminate against any director, Director, employee, applicant, or participant on the basis of sex, race, color, ethnicity or national origin. ARTICLE IX Amending Bylaws: The Articles of Incorporation or Bylaws of AER may be altered, amended, or repealed, and new Bylaws adopted only upon acting by a TWO-THIRDS majority vote of all Directors of the Board, except as otherwise provided in these Bylaws. Proposed amendments must be submitted to the Secretary and included in the Notice of any Regular or Special Meeting. Page 7 of 8

8 Adoption of Bylaws Adopted by the Board of Directors by resolution and vote of all directors on the date below: (Date) Rita McCoy, President Shelley Rose Ferland, Vice-President Amy Jennings, Treasurer Lindsey Drake, Secretary Sandra Michael, Adoption Director Jennifer Green, Marketing Director Page 8 of 8