
Bylaws of Animals C.L.U.B.- Freedom National Organization Incorporated
Article 1
Offices
Section 1. Principal Office
The principal office of the corporation is located at the street address of 53993 Dill Lane, Glenwood, Iowa 51534-6218, which is located in Mills County, State of Iowa.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The Director 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__
New Address: ____________________
____________________
Dated: ________, 20__
New Address: ____________________
____________________
Dated: ________, 20__
Section 3. 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 Director may, from time to time, designate.
Article 2
Nonprofit Purposes
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized according to IOWA CODE, TITLE XII. BUSINESS ENTITIES, SUBTITLE 5. NONPROFIT CORPORATIONS, CHAPTER 504. REVISED IOWA NONPROFIT CORPORATION ACT.
The General Powers that apply to the organization are designated according to IOWA CODE 504, Revised Domestic Non-Profit Organization, and the Articles of Incorporation were filed on state record by the Iowa Secretary of State, at 10:54 a.m., on 1 July 2009. The corporation is officially identified as Iowa Corporation Number 383142. The General Powers of the non-profit corporation are identified (but not limited to) the following:
504.302 General Powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation all of the following powers:
1. Sue and be sued, complain, and defend in its corporate name.
2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing, affixing, or in any other manner reproducing it.
3. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.
4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.
5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
6. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity.
7. Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.
8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 504.833.
9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
10. Conduct its activities, locate offices, and exercise the powers granted by this chapter in or out of this state.
11. Elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation.
12. Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents.
13. Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.
14. Impose dues, assessments, and admission and transfer fees upon its members.
15. Establish conditions for admission of members, admit members, and issue memberships.
16. Carry on a business.
17. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
504.303 Emergency powers.
1. In anticipation of or during an emergency as described in subsection 4, the board of directors of a corporation may do both of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so.
2. During an emergency described in subsection 4, unless emergency bylaws provide otherwise, all of the following shall apply:
a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio.
b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following:
a. Binds the corporation.
b. Shall not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
This corporation has the option at any future date, determined by the Director, to organize 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 2. Specific Objectives and Purposes
The specific objectives and purposes for which this corporation is organized shall be: Provide “active” education information on all animal issues and provide national news and press club service of issuing news worthy posting information to the public. This organization is for nonprofit as a club and national organization with a primary interest in preserving “We the People” rights to freely own your “pets” and “animals” without intrusion by any government, individual, “animal rights activist” group, organization, or entities, whose sole mission or purpose are to “eliminate” and “destroy” our freedom, liberty, and American way of life in ownership of our pets and animals on our own private property as extended members of our families.
Article 3
Directors
Section 1. Number
The corporation shall have only one designated director as stated in the bylaws, and the director shall be known as the board of directors.
The permanent director is designated as DEAN A. AYERS.
The designated director’s address is c/o Animals C.L.U.B.- Freedom National Organization Incorporated, 53993 Dill Lane, Glenwood, Iowa 51534.
The designated director shall serve the corporation indefinitely, or until a qualified successor(s) is/are elected by the designated director hereby identified as DEAN A. AYERS in the corporation bylaws.
Section 2. Qualifications
Directors shall be of the age of majority in the State of Iowa. Other qualifications for the director of this corporation shall be as follows: The director also must be the “Founder” of the corporation and be listed as the “Initial Registered Agent” of the corporation as listed in the original Articles of Incorporation. These “other qualifications” can only be waived by the original designated director at such time the original designated director is unable to continue to serve as director due to any unforeseen “emergency” and the original designated director “elects” a successor to serve as an additional board of director(s) in the corporation under “emergency” powers or as “elected” by the original designated director identified in the bylaws.
Section 3. 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 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 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. 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 officers, agents, and employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws;
e. Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 5. Term of Office
Each director shall hold office for an “indefinite” period or until his or her successor is elected and qualifies.
Section 6. Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
Section 7. Place of Meetings
Meetings shall be held at the principal office of the corporation 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 8. Regular Meetings
Regular meetings of directors shall be held at noon, on the 24th day of June of each year at the principal office of the corporation, 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 next business day.
Section 9. Special Meetings
Special meetings of the board of directors may be called by the originally designated director in the bylaws, also hereby known as the chairperson of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
Section 10. 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:
a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.
b. Special Meetings. At least one week 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 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. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
c. 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 law 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.
Section 11. Quorum for Meetings
A quorum shall consist of ONE member 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 chair shall entertain at such meeting is a motion to adjourn.
Section 12. 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 13. Conduct of Meetings
Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, 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 the originally designated director as stated in the bylaws, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.
Section 14. Vacancies
Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the board, the president, 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 not be removed from office for any reason, except as permitted by and in accordance with the laws of this state with the “approval” of the originally designated director as stated in the corporation bylaws.
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 hold office until the next election of the board of directors or until his or her death, resignation, or removal from office, as stated by the “original designated” director listed in the corporation bylaws.
Section 15. Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, public information (undisclosed, disclosed or presented), private information (undisclosed, disclosed or presented), postings, publications, news, articles or other information (public or private) through any type of media outlet or source or obligations of the corporation or by any of it’s “associates” or “associations” to the corporation.
Section 16. 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 17. 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, officer, 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.
Article 4
Officers
Section 1. Designation of Officers
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. 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.
Section 2. Qualifications
Any person may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the board of directors, at any time, and each officer shall hold office 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 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the board of directors, at any time. 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. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
Section 5. 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 such vacancy may be filled temporarily by appointment by the board of directors until such time as the board shall fill the vacancy. 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 6. Duties of President
The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, 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, if this corporation has members, 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 7. 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 8. Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a 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.
Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty (60) days after the date of the meeting or written consent.
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 and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book 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 book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, 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 9. 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 agent or attorney, on request therefore.
Render to the president and directors, whenever requested, 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 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
Article 5
Committees
Section 1. Executive Committee
The board of directors may, by a majority vote of its board members, designate an Executive Committee consisting of at least ONE board member in ‘full authority” over all affairs and decisions of the Executive Committee and may delegate to such committee members the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.
By a majority vote of the board of director(s) members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below ONE (1) number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 3. 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.
Article 6
Execution of Instruments, Deposits, and Funds
Section 1. 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. 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 is hereby designated to the original designated director of the corporation in the bylaws, and hereby identified by the corporate bylaws as DEAN A. AYERS .
Section 2. 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 and countersigned by the president of the corporation, unless these two officers are appointed or designated as one in the same person for both officer positions by the board of directors. In which case the same person holding both offices will sign and countersign the instrument with the same signature for both positions held on the instrument requiring their signature.
Section 3. 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.
Section 4. 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.
Article 7
Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of 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;
b. 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;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Corporate Seal
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. 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 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights 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 secretary of the corporation or after the date specified therein as of which the list is to be compiled.
c. 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 secretary of the corporation by the member, for a purpose reasonably related to such person's interests as 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 5. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. 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 or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
Article 8
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
At such time in the future when this corporation obtains 501(c)(3) Tax Exempt status, 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 2. 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 for personal use. Exception being the corporation shall be authorized and empowered to pay reasonable compensation for supplies or services rendered and to make payments and distributions in furtherance of the purposes of this corporation to include computer related expenses of equipment or services, physical structures, buildings, or other maintenance and upkeep of the principal office location structures, in order to keep the corporation principal office location structures, secure, intact, and operating in a reasonable and legal manner of physical corporation on location, or to sustain, protect or defend ownership rights, needs, and sustenance for life, liberty, and security of any pets or animals under the physical control and care of the board of directors as specified verbally or in writing by the board of directors at any time, when said pets or animals are physically located at the corporation principal office address or location. The corporation as authorized by the board of directors, can and will maintain various pets and animals under the authority and control of the board of directors, for the pet’s or animal’s own health, care, security, and welfare. The maintenance and possession of the pets and animals are kept at the corporation principal office location, with no interest in any business or profiteering motive other than a non-profit reimbursement compensation for maintenance, care, security, health, food, welfare, and upkeep of the pets and animals at the principal office location of the corporate mission and being maintained according to the mission, goals, purpose or objectives of the corporation bylaws to protect any and all pets and animals or any pet owner, as identified in Article 2, Section 2 (specific objectives and purposes) of the corporation in the bylaws. The corporation authority to protect, defend and maintain pets and animals and provide reasonable compensation for supplies and services to maintain the pets and animals located and maintained at the corporation principal office location, extends to all pets and animals under the care and responsibility of any member of the board of directors, or officer of the corporation as identified in the bylaws which are located at the principal office location. The corporation principal office is located at 53993 Dill Lane, Glenwood, Iowa 51534, located in Mills County, Iowa.
Section 3. 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 to the board of directors, within the meaning of IOWA CODE 504, Revised Domestic Non-profit CLUB or Organization, or (If applicable) under the Section 501(c)(3) of the Internal Revenue Code and shall be distributed to the board of directors for appropriate dissemination, if and when, the corporation obtains 501(c)(3) status with the IRS. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. 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.
Article 9
Conflict of Interest and
Compensation Approval Policies
Section 1. 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 2. Definitions
a. Interested Person. Any director, principal 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.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
3. 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 3, paragraph B, 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 3. Conflict of Interest Avoidance Procedures
a. 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.
b. 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/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.
c. 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/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.
d. 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 may take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
a. 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.
b. 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 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is still authorized to vote 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 authorized to vote 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:
a. the terms of compensation shall be approved by the board of directors or compensation committee appointed by the board of directors prior to the first payment of compensation;
b. 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:
1. 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;
2. the availability of similar services in the geographic area of this organization;
3. current compensation surveys compiled by independent firms;
4. 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 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 comparable organizations in the same or similar communities for similar services.
c. 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:
1. the terms of the compensation arrangement and the date it was approved;
2. 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;
3. the comparability data obtained and relied upon and how the data was obtained;
4. 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;
5. 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;
6. 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 6. Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflicts of interest policy in the bylaws;
b. has read and understands the policy in the bylaws;
c. has agreed to comply with the policy in the bylaws; and
d. understands the corporation is a non-profit CLUB and Organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with non-profit purposes and does not engage in activities that could jeopardize its non-profit or tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, may include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information conducted by the board of directors or their designated parties conducting the survey.
b. 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 non-profit purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction according to the specific objectives and purposes listed in Article 2, Section 2 of the corporation bylaws.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, 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.
Article 10
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.
Article 11
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, identified as Iowa Corporation Number 383142.
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 (if applicable).
ADOPTION OF BYLAWS
I, DEAN A. AYERS, the undersigned, hereby state that I am the founder, initial director and incorporator of this corporation, and I consent to, and hereby do, adopt the foregoing bylaws, consisting of __________ total pages, as the bylaws of this corporation.
Signed: ___________________________________________________
Dated: ______________
