Description
501C3 Bylaws.docx 501C3 Bylaws.docx Open Extract Open with Purfect Purbaby Rescue , Inc. Bylaws ARTICLE 1 Purpose As set forth in the Articles of Incorporation, Purfect Purbaby Rescue , Inc. is organized exclusively for charitable and educational purposes. These purposes include, but not limited to the following: a. Educate and make aware to the public of animals in need and methods to control animal overpopulation by spay and neuter and other preventative measures b. Prevent animal cruelty and suffering through education and activities to the public c. Find homes for homeless animals d. Educate and promote proper animal care to the public regarding health, treatment and other issues regarding animals and pet ownership e. To accomplish our purpose through public education, promotion, activities, donations and any other applicable and lawful means necessary to carry out our purpose ARTICLE 2 Mission Statement Purfect Purbaby Rescue Inc, is dedicated to the services and compassionate care of companion animals.PurfectPurbaby Rescue, Inc. strives to create a world without kill-shelters and where every companion animal can have a healthy happy life. We will make every effort to ensure the rescue, fostering, adoption and overpopulation control services necessary for all companion animals. Our Strategies: improve compassionate relations between people and companion animals. ? To create educational and other appropriate programs to introduce and promote ARTICLE 3 Offices Purfect PurBaby Rescue, Inc. principal office shall be located at 730 King Rd Salisbury NC in the County of Rowan The Board of Directors may designate and maintain additional offices at such other places as deemed necessary and/or needed. ARTICLE 4 Members PurfectPurbabyRescue, Inc. shall have no members Purfect Purbaby Rescue , Inc. Bylaws ARTICLE 5 Board of Directors 1. Powers: The Board of Directors shall have corporate authority, except such powers as otherwise provided in these bylaws and the State of North Carolina, to conduct the affairs of the corporation in accordance with these bylaws. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the corporation such powers as they deem appropriate and necessary. 2. Number of Directors The initial number of Directors shall be one and may be increased or decreased without further amendment of these bylaws, from time to time, at regular meetings, or special meetings. At no time shall the number of Directors decrease less than one nor increase beyond six, unless otherwise elected and voted by the majority of the Board of Directors, in such case, any increase beyond six Directors will constitute an amendment to these bylaws. 3. Election and Terms Directors shall be elected and appointed by majority vote of the Board of Directors. Directors will serve until such Director’s death, resignation, or removal as provided by these bylaws. Election may be held at such time and place, whether regular or special meeting, as designated by the Board of Directors. 4. Qualifications Board member qualifications shall be determined and designated by the Board of Directors. 5. Vacancies Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until his/her successor is elected and qualified. 6. Removal of Directors A Director may be removed by majority vote of the remaining Board of Directors for failure to act in the best interest of PurFect PurBaby Rescue , Inc. or lack sympathy with the general stated purpose of Operation Paw Time, Inc. If, for the purpose of removal only, and a lack of majority vote of the board is apparent, then and only then may the highest ranked officer such as President or Chief Executive, etc. elect and vote to remove such Director. 7. Resignation Except otherwise required by law, a Director may resign from the Board at any time with or without reason by giving verbal or written notice to the remaining members of the board. Such resignation shall take effect at the time specified therein, unless otherwise specified, or immediately. 8. Quorum of Directors and Action by the Board Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except otherwise provide by law, the Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. 9. Compensation Directors shall receive no compensation for services rendered as Directors, except, when voted or elected, reasonable and appropriate reimbursement of expenses incurred in accordance with direct related corporate business. Reimbursement shall be determined by authorized majority vote of Board of Directors or Purfect Purbaby Rescue , Inc. Bylaws authorized Officer. Payment of reimbursement shall be determined by authorized Officer or majority vote of Board of Directors. ARTICLE 6 Meetings A. Regular Meetings: The Board of Directors shall hold annual meetings to be held at such time and place designated by the Board of Directors. The Board of Directors may hold regular meetings, from time to time, and as needed at such place and time designated by the Board of Directors. These meetings shall include such means as followed: Electronic, conference calls, in-person, and any other means as designated by the board so long as all Directors are able to communicate with each other effectively. Meetings may be called upon by the Board of Directors or the highest ranking officer such as President or Chief Executive. Annual and regular meetings shall provide notice of no less than five (5) days of such meetings to the appropriate person(s) and shall provide scheduled time, purpose and location of such meeting. B. Special Meetings: Special meetings may be called upon by the Board of Directors as a whole, a majority of Directors, or the highest ranking officer such as President or Chief Executive. Such meetings shall be held at such time and place designated by the authorized person (s). Special meetings require no less than three (3) days notice of such meeting to the appropriate person(s) and shall provide scheduled time, location and purpose of such meeting. C. Notice and Waiver: Notice of regular, annual, or special meetings need not be in writing. Attendance at any meeting shall be considered waiver of the notice requirement thereof. ARTICLE 7 Officers 1. Officers: The initial officers of the corporation shall be the Executive Director. The Executive Director shall have authority to carry out the duties as designated in these bylaws and the Board of Directors. The Executive Director shall hold all corporate office duties until the Executive Director elects and designates other officers as needed or necessary to further the purpose of the corporation. Such corporate Officers may serve as board members with the approval and majority vote of the Board of Directors. 2. Terms and Election: Corporation Officers shall be elected at the discretion of the Executive Director, or at regular, annual or special meetings of the Board of Directors. Officers shall serve their term until his/her death, removal, resignation or until their successor is elected and qualified. 3. Removal: An Officer may be removed by a majority vote of the Board of Directors, if such officer is in violation of the terms set forth in the Articles of Incorporation, Bylaws, or failure to act in the best interest of the corporation, lack of sympathy with the stated purpose of the corporation, or failure to comply or carry out duties set forth and designated by the corporation and Board of Directors or failure to comply with other corporate policies. 4. Resignation: An Officer may resign at any time with or without reason with a provided written or verbal notice to the Board of Directors. Such resignation shall take effect immediately or on date specified in written or verbal notice, if any. Purfect Purbaby Rescue , Inc. Bylaws 5. Compensation: Perfect PurBaby Rescue , Inc. may pay compensation in reasonable amounts to officers for services rendered, if and when voted and elected, and as set by the Board of Directors. The fact that any officer is also a Director shall not preclude receipt of reasonable compensation for services provided under Article seven (7) of these bylaws. 6. Vacancy: Vacancy in any office shall be filled by the Board of Directors, or authorized person(s), if or when necessary and for the unexpired term. 7. Powers and Duties: The powers and duties of Officers of PurFect PurBaby Rescue , Inc. shall be set forth as follows: a. Executive Director: The Executive Director of Purfect Purbaby Rescue Inc. will supervise and control the affairs of the corporation; subject to the Board of Directors. The Executive Director will perform all duties incident to the office of Executive Director and any other duties that may be required by these bylaws and/or designated by the Board of Directors. b. Other Corporate Officers: Duties and responsibilities of other elected officers shall be designated by the Executive Director, subject to the Board. ARTICLE 8 Fiscal Year The fiscal year of PurfectPurbabyRescue, Inc. shall be the calendar year of December, 31. ARTICLE 9 Contracts, Checks, Deposits and Funds 1. Contracts: The Board of Directors may authorize, by general resolution, Director(s), Officer(s), or Agent(s), in addition to persons authorized by these bylaws to enter into any contract on behalf of the corporation. 2. Checks, Drafts, Orders of Payment: All checks, drafts, notes, orders of payment or other evidence of indebtedness issued in the name of the corporation shall be signed by the Executive Director or authorized person(s) as the Board of Directors may designate by general resolution. 3. Deposits: Funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, and other depositories as the Board of Directors may designate. 4. Gifts: Director(s) and Officer(s), and authorized person(s), collectively and individually, may accept gifts, contributions, bequests, or devise of any property on behalf of the corporation. 5. Loans: No Director(s), Officer(s), or other person(s) shall have the authority, on behalf of the corporation, to enter into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the Purfect Purbaby Rescue , Inc. Bylaws Board of Directors. The authority designated by this provision shall be limited to a single and specific instance. ARTICLE 13 Restrictions and Provisions on Actions A. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 set forth in Article 1of these bylaws. B. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the 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 provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. ARTICLE 14 Dissolution Upon the dissolution of the corporation, after paying or making provisions for the payment of all the legal liabilities of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the 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 of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes. ARTICLE 15 Books and Records All books and records of Purfect Purbaby Rescue Inc. shall be kept in the Secretary's office at Van Gogh st Concord NC. ARTICLE 16 Amendment of Articles and Bylaws The Board of Directors shall have the power to amend, alter, make and repeal the Articles of Incorporation and these bylaws of Operation Paw Time, Inc. by majority vote. ARTICLE 17 Indemnification The corporation does indemnify any directors, officers, employees, incorporators, and members of the corporation from any liability regarding the corporation and the affairs of the corporation, unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or as otherwise provided under applicable statute. ARTICLE 18 Statement of Nondiscrimination Purfect Purbaby Rescue , Inc. Bylaws Notwithstanding any provision of these bylaws, the corporation shall not discriminate against any director, officer, employee, applicant or participant on the basis of sex, race, color, ethnicity or national origin. ADOPTION OF BYLAWS These bylaws have been adopted and approved by the Board of Directors by resolution and vote on this date below: December 19, 2014 Page 1 of 6
Purfect Purbaby Rescue , Inc. Bylaws
Bylaws
Of
Purfect Purbaby Rescue , Inc.
ARTICLE 1
Purpose
As set forth in the Articles of Incorporation, Purfect Purbaby Rescue , Inc. is organized exclusively for
charitable and educational purposes. These purposes include, but not limited to the following:
a. Educate and make aware to the public of animals in need and methods to control animal
overpopulation by spay and neuter and other preventative measures
b. Prevent animal cruelty and suffering through education and activities to the public
c. Find homes for homeless animals
d. Educate and promote proper animal care to the public regarding health, treatment and other issues
regarding animals and pet ownership
e. To accomplish our purpose through public education, promotion, activities, donations and any
other applicable and lawful means necessary to carry out our purpose
ARTICLE 2
Mission Statement
Purfect Purbaby Rescue Inc, is dedicated to the services and compassionate care of companion
animals.PurfectPurbaby Rescue, Inc. strives to create a world without kill-shelters and where every
companion animal can have a healthy happy life. We will make every effort to ensure the rescue, fostering,
adoption and overpopulation control services necessary for all companion animals.
Our Strategies: improve compassionate relations between people and companion animals.
? To create educational and other appropriate programs to introduce and promote
responsible pet ownership, eliminate animal cruelty, diminish overpopulation and
overall companion animal welfare.
ARTICLE 3
Offices
Purfect PurBaby Rescue, Inc. principal office shall be located at
730 King Rd
Salisbury NC in the County of Rowan
The Board of Directors may designate and maintain additional offices at such other places as deemed
necessary and/or needed.
ARTICLE 4
Members
PurfectPurbabyRescue, Inc. shall have no members
Page 2 of 6
Purfect Purbaby Rescue , Inc. Bylaws
ARTICLE 5
Board of Directors
1. Powers:
The Board of Directors shall have corporate authority, except such powers as otherwise provided in these
bylaws and the State of North Carolina, to conduct the affairs of the corporation in accordance with these
bylaws. The Board of Directors may by general resolution delegate to committees of their own number, or
to officers of the corporation such powers as they deem appropriate and necessary.
2. Number of Directors
The initial number of Directors shall be one and may be increased or decreased without further amendment
of these bylaws, from time to time, at regular meetings, or special meetings. At no time shall the number of
Directors decrease less than one nor increase beyond six, unless otherwise elected and voted by the
majority of the Board of Directors, in such case, any increase beyond six Directors will constitute an
amendment to these bylaws.
3. Election and Terms
Directors shall be elected and appointed by majority vote of the Board of Directors. Directors will serve
until such Director’s death, resignation, or removal as provided by these bylaws. Election may be held at
such time and place, whether regular or special meeting, as designated by the Board of Directors.
4. Qualifications
Board member qualifications shall be determined and designated by the Board of Directors.
5. Vacancies
Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the
unexpired term. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her
predecessor in office and shall serve until his/her successor is elected and qualified.
6. Removal of Directors
A Director may be removed by majority vote of the remaining Board of Directors for failure to act in the
best interest of PurFect PurBaby Rescue , Inc. or lack sympathy with the general stated purpose of
Operation Paw Time, Inc. If, for the purpose of removal only, and a lack of majority vote of the board is
apparent, then and only then may the highest ranked officer such as President or Chief Executive, etc. elect
and vote to remove such Director.
7. Resignation
Except otherwise required by law, a Director may resign from the Board at any time with or without reason
by giving verbal or written notice to the remaining members of the board. Such resignation shall take effect
at the time specified therein, unless otherwise specified, or immediately.
8. Quorum of Directors and Action by the Board
Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a
quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a
quorum shall be deemed present throughout such proceedings. Except otherwise provide by law, the
Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board.
9. Compensation
Directors shall receive no compensation for services rendered as Directors, except, when voted or elected,
reasonable and appropriate reimbursement of expenses incurred in accordance with direct related corporate
business. Reimbursement shall be determined by authorized majority vote of Board of Directors or
Page 3 of 6
Purfect Purbaby Rescue , Inc. Bylaws
authorized Officer. Payment of reimbursement shall be determined by authorized Officer or majority vote
of Board of Directors.
ARTICLE 6
Meetings
A. Regular Meetings:
The Board of Directors shall hold annual meetings to be held at such time and place designated by the
Board of Directors. The Board of Directors may hold regular meetings, from time to time, and as needed at
such place and time designated by the Board of Directors. These meetings shall include such means as
followed: Electronic, conference calls, in-person, and any other means as designated by the board so long
as all Directors are able to communicate with each other effectively. Meetings may be called upon by the
Board of Directors or the highest ranking officer such as President or Chief Executive. Annual and regular
meetings shall provide notice of no less than five (5) days of such meetings to the appropriate person(s) and
shall provide scheduled time, purpose and location of such meeting.
B. Special Meetings:
Special meetings may be called upon by the Board of Directors as a whole, a majority of Directors, or the
highest ranking officer such as President or Chief Executive. Such meetings shall be held at such time and
place designated by the authorized person (s). Special meetings require no less than three (3) days notice of
such meeting to the appropriate person(s) and shall provide scheduled time, location and purpose of such
meeting.
C. Notice and Waiver:
Notice of regular, annual, or special meetings need not be in writing. Attendance at any meeting shall be
considered waiver of the notice requirement thereof.
ARTICLE 7
Officers
1. Officers:
The initial officers of the corporation shall be the Executive Director. The Executive Director shall have
authority to carry out the duties as designated in these bylaws and the Board of Directors. The Executive
Director shall hold all corporate office duties until the Executive Director elects and designates other
officers as needed or necessary to further the purpose of the corporation. Such corporate Officers may serve
as board members with the approval and majority vote of the Board of Directors.
2. Terms and Election:
Corporation Officers shall be elected at the discretion of the Executive Director, or at regular, annual or
special meetings of the Board of Directors. Officers shall serve their term until his/her death, removal,
resignation or until their successor is elected and qualified.
3. Removal:
An Officer may be removed by a majority vote of the Board of Directors, if such officer is in violation of
the terms set forth in the Articles of Incorporation, Bylaws, or failure to act in the best interest of the
corporation, lack of sympathy with the stated purpose of the corporation, or failure to comply or carry out
duties set forth and designated by the corporation and Board of Directors or failure to comply with other
corporate policies.
4. Resignation:
An Officer may resign at any time with or without reason with a provided written or verbal notice to the
Board of Directors. Such resignation shall take effect immediately or on date specified in written or verbal
notice, if any.
Page 4 of 6
Purfect Purbaby Rescue , Inc. Bylaws
5. Compensation:
Perfect PurBaby Rescue , Inc. may pay compensation in reasonable amounts to officers for services
rendered, if and when voted and elected, and as set by the Board of Directors. The fact that any officer
is also a Director shall not preclude receipt of reasonable compensation for services provided under
Article seven (7) of these bylaws.
6. Vacancy:
Vacancy in any office shall be filled by the Board of Directors, or authorized person(s), if or when
necessary and for the unexpired term.
7. Powers and Duties:
The powers and duties of Officers of PurFect PurBaby Rescue , Inc. shall be set forth as follows:
a. Executive Director:
The Executive Director of Purfect Purbaby Rescue Inc. will supervise and control the affairs of the
corporation; subject to the Board of Directors. The Executive Director will perform all duties incident to
the office of Executive Director and any other duties that may be required by these bylaws and/or
designated by the Board of Directors.
b. Other Corporate Officers:
Duties and responsibilities of other elected officers shall be designated by the Executive Director, subject to
the Board.
ARTICLE 8
Fiscal Year
The fiscal year of PurfectPurbabyRescue, Inc. shall be the calendar year of December, 31.
ARTICLE 9
Contracts, Checks, Deposits and Funds
1. Contracts:
The Board of Directors may authorize, by general resolution, Director(s), Officer(s), or Agent(s), in
addition to persons authorized by these bylaws to enter into any contract on behalf of the corporation.
2. Checks, Drafts, Orders of Payment:
All checks, drafts, notes, orders of payment or other evidence of indebtedness issued in the name of the
corporation shall be signed by the Executive Director or authorized person(s) as the Board of Directors may
designate by general resolution.
3. Deposits:
Funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies,
and other depositories as the Board of Directors may designate.
4. Gifts:
Director(s) and Officer(s), and authorized person(s), collectively and individually, may accept gifts,
contributions, bequests, or devise of any property on behalf of the corporation.
5. Loans:
No Director(s), Officer(s), or other person(s) shall have the authority, on behalf of the corporation, to enter
into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the
Page 5 of 6
Purfect Purbaby Rescue , Inc. Bylaws
Board of Directors. The authority designated by this provision shall be limited to a single and specific
instance.
ARTICLE 13
Restrictions and Provisions on Actions
A. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its
members, 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 set forth in Article 1of these bylaws.
B. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the 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 provision
of these articles, this corporation shall not, except to an insubstantial degree, engage in any
activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE 14
Dissolution
Upon the dissolution of the corporation, after paying or making provisions for the payment of all the legal
liabilities of the corporation, assets shall be distributed for one or more exempt purposes within the
meaning of section 501(c) (3) of the Internal Revenue Code, or the 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 of shall be disposed of by a court of competent jurisdiction
of the county in which the principal office of the corporation is then located, exclusively for such purposes
or to such organization or organizations, as said court shall determine which are organized and operated
exclusively for such purposes.
ARTICLE 15
Books and Records
All books and records of Purfect Purbaby Rescue Inc. shall be kept in the Secretary's office at Van Gogh st
Concord NC.
ARTICLE 16
Amendment of Articles and Bylaws
The Board of Directors shall have the power to amend, alter, make and repeal the Articles of Incorporation
and these bylaws of Operation Paw Time, Inc. by majority vote.
ARTICLE 17
Indemnification
The corporation does indemnify any directors, officers, employees, incorporators, and members of the
corporation from any liability regarding the corporation and the affairs of the corporation, unless the person
fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud
the corporation, or as otherwise provided under applicable statute.
ARTICLE 18
Statement of Nondiscrimination
Page 6 of 6
Purfect Purbaby Rescue , Inc. Bylaws
Notwithstanding any provision of these bylaws, the corporation shall not discriminate against any director,
officer, employee, applicant or participant on the basis of sex, race, color, ethnicity or national origin.
ADOPTION OF BYLAWS
These bylaws have been adopted and approved by the Board of Directors by resolution and vote on this
date below:
December 19, 2014
6 of 6 Details Comments General Info Type Word Dimensions Size 15 KB Location Modified 3:48 PM Feb 24 Created 2:31 PM Feb 24 Opened by me 4:46 AM Feb 25 Description Add a description Sharing J Jennifer Frasier Owner Anyone with the link Can View Download Permission Prevent viewers from downloading ? Displaying 501C3 Bylaws.docx.
