Article I Name and Purpose The name of the organization shall be “We Love Animals Rescue, Inc.,” a non-profit corporation (hereafter referred to as the Organization). The purpose of the Organization is to rescue dogs and cats in imminent danger of being euthanized in Broward and Miami-Dade county animal shelters. The Organization is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article II Membership The Organization will not have general membership. Financial supporters will be entitled “Donators,” while volunteers will be entitled “Volunteers.” Both Donators and Volunteers will have no rights to vote as directed by the Board of Directors. Volunteers will be required to submit an application, which will be subject to majority vote of the Board of Directors. Volunteers accepted into the Organization are allowed to participate in the activities of the Organization as described in Article I. Volunteers also have the right to financially support the Organization. Any person wishing to become an active foster home for the animals awaiting adoption will be required to comply with the policies and procedures of the Organization and will also be subject to majority vote of the Board of Directors. Foster Home Volunteers accepted into the Organization are allowed to participate in the activities as described in Article I. The Organization shall be authorized to pay reasonable expenses of Volunteers incurred on behalf of the Organization, upon submission of receipts, and to make payments in furtherance of the purposes set forth in Article I.
Article III Powers 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 (hereinafter referred to as the Board). The Board may act only by a majority vote of all the Directors of the Board in the matters declared in Articles 1 and II. The Organization shall be authorized or empowered to pay reasonable reimbursements for actual and necessary expenses to further improve the health and well-being of the animals and to make payments in furtherance of the purposes set forth in Article I. The Organization shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause. The Organization shall not discriminate against any reasonable application for a Volunteer or Foster Home Member for their race, religion, creed, marital status or sexual preference. No substantial part of the activities of the Organization shall be the carrying on of propaganda or otherwise attempting to influence legislation and furthermore, shall not participate in or intervene in (including publishing or distribution of statements) political campaigns on behalf of or in opposition to any candidate for public office.
Article IV Structure of the Board Members The Board is responsible for overall policy and direction of the Organization. The Board shall also delegate responsibility for day-to-day operations to the Volunteers and Foster Home Volunteers. The Board shall consist of up to seven (7) and not fewer than three (3) members. The Board receives no compensation other than reasonable expenses after supplying receipts to the Treasurer. The Board shall meet at least once a year in an agreed upon time and place. Actions required or permitted to be taken by the Board may be taken without a meeting. All of the Officers entitled to vote must, individually or collectively, consent in writing to such action. 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 or online communication. All Board members shall serve unlimited year terms. A quorum must be attended by at least 60% of the Board members before business can be transacted or motions made or passed. An official board meeting requires that each Board member have written notice two weeks in advance. Any written notice via fax or email is acceptable.
There shall be five (5) Officers consisting of a President, Vice President, Secretary, Treasurer and Director. In the case of the board consisting of only three members, one member will hold both the Secretary and Treasurer positions. Their duties are as follows:
The President shall be in charge of all of its activities and business, convene regularly, and treasurer positions.
The Vice President shall serve as the President’s delegate as well as preside in the President’s absence.
The Secretary shall be responsible for keeping records of the board meetings, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall manage the financial affairs of the Organization and shall be responsible for all funds, properties and securities held by the Organization. The Treasurer shall make a report at each board meeting, reviewing all receipts and disbursements of the Organization. In addition, the Treasurer shall provide a monthly financial report to all Officers.
The Director shall be responsible for all fundraising initiatives.
When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board member meeting. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absence from the Board if she/he has an unexcused absence from the Board meeting that year. A Board member may be removed for other reasons by a 60% vote of the remaining officers.
Article V Rights of Inspection Every member of the Board shall have the right at any reasonable time and on written demand to examine and make copies of/from the relevant books and records of accounts, minutes and bylaws of the Organization.
Article VI Fiscal Year The fiscal year shall be the calendar year. The fiscal year for the Organization shall be December 31.
Article VII Indemnification The Organization may, to the fullest extent, now or hereafter permitted by law, indemnify any person made or threatened to be made, a party of any action, suit or proceeding by reason of the fact that he/she (or person of who he/she is the legal or personal representative of heir or legatee) is or was an Officer, employee, associate, contributor, or any other agent of the corporation, or of any other organization served by him/her in any capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
Article VIII Dissolution Upon the dissolution of this Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed shall be disposed of by a Court of Competent Jurisdiction in which the principal office of the Organization is then located, exclusively for such purposes, or to such organizations, as the Court of Competent Jurisdiction shall determine, which is operated exclusively for such purposes.
Article IX Amendments The Articles of Incorporation and Bylaws of the Organization may be altered, amended, or repealed and new Articles of Incorporation and Bylaws adopted only upon acting by 60% majority vote of all Officers of the Board, except as otherwise provided in the Articles of Incorporation of these Bylaws. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Officers of the Board of We Love Animals Rescue, Inc. on February 27, 2014.
Lisa Stolzenberg, President Stewart J. D’Alessio, Vice President Dana Portal, Secretary and Treasurer
Copyright 2017 We Love Animals Rescue, Inc. All rights reserved.