Articles of Incorporation
Article I – Name/Purpose
Section 1: Name: The name of the organization shall be Crossed Paws Animal Haven, Inc., hereinafter called the “Corporation”, which may be abbreviated CPAH or CP Animal Haven, Inc.
Section 2: Purpose: The Purpose of Crossed Paws Animal Haven, Inc. is to:
Crossed Paws Animal Haven, Inc. will endeavor to maximize the percentage of its operating budget, which directly benefits rescued animals, including the spaying and neutering of these dogs. Fundraising to support this will be achieved through solicitation and acceptance of contributions from individuals and other methods or events as the Board of Directors of the Corporation desire to utilize.
Said Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, 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, or corresponding sections of any future federal tax code. It is organized in accordance with the Texas Business Organization Code [BOC, Section 22].
Article II – Membership
Section 1: General Membership: This Corporation will not have General Membership. Financial supporters will be given the title of ‘Donator’ and volunteers will be given the title of “Volunteer.’ Both Donators and Volunteers will have no rights to vote as directed by the Board of Directors. Volunteers will be required to complete a volunteer application, which will be subject to majority vote of the Board of Directors. Volunteers accepted to the Corporation are allowed to participate in the activities of the Corporation as described in Article I, Section 2. Volunteers also have the right to financially support the Corporation.
Section 2: Foster Home Membership: Any person desiring to become an active foster home for the animals awaiting adoption will be required to comply with the policies and procedures of the Corporation and will also be subject to majority vote of the Board of Directors. Foster Home Members accepted in the Membership are allowed to participate in the activities of the Corporation as described in Article I, Section 2. The Corporation shall be authorized and empowered to pay reasonable expenses of volunteers incurred on behalf of the Corporation, upon submission of receipts, and to make payments in furtherance of the purposes set forth in Article I, Section 2.
Article III – Powers
Section 1: Direction of Powers: The general powers of the Corporation 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 above.
Section 2: Private Inurnment: To part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its Board of Directors, Volunteers or Donators or any other private persons, except that the Corporation 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, Section 2.
Section 3: Discrimination: The Corporation 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 Corporation shall not discriminate against any reasonable application for a Volunteer or Foster Home Member for their race, religion, creed, marital status or sexual preference.
Section 4: Lobbying: No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and further more, 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
Section 1: Board Role, Size, Compensation: The Board is responsible for overall policy and direction of the Corporation. 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 at time of incorporation, other than reasonable expenses after supplying receipts to the Treasurer.
Section 2: Meetings: The Board shall meet at least once a month in an agreed upon time and place.
Section 3: Action Without Meeting: 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.
Section 4: 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 hear all other members.
Section 5: Terms: All Board members shall serve 2 year terms.
Section 6: Quorum: A quorum must be attended by at least 60% of the Board members before business can be transacted or motions made or passed.
Section 7: Notice: 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.
Section 8: Officers and Duties: There shall be four (4) Officers consisting of a President, Vice President, Secretary and Treasurer. In the case of the board consisting of only 3 members, one member will hold the Vice President and Treasurer positions. Their duties are as follows:
Section 9: Vacancies: 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.
Section 10: New Board Members: Applications for a Board member position will be accepted from any volunteer who has been actively involved with Crossed Paws Animal Haven, Inc. for at least 6 months.
Section 11: Resignation, Termination, Absences: 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
Section 1: Inspections: 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 Corporation.
Article VI – Fiscal Year
Section 1: Fiscal Year: The fiscal year of the Corporation shall be January 1 to December 31.
Article VII – Indemnification
Section 1: Terms of Indemnification: The Corporation 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
Section 1: Dissolution: Upon the dissolution 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 shall be disposed of by a Court of Competent Jurisdiction in which the principal office of the Corporation 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 – Taxes
Section 1: Taxes: In accordance with the Internal Revenue Service codes, the Corporation will file appropriate state and federal tax forms annually. Any and all changes in status, activity, or purpose of the Corporation will be reported to the Internal Revenue Service as requited by law and in accordance with the Internal Revenue Service by the Treasurer.
Article X – Insurance
Section 1: Liability Insurance: The Corporation will maintain adequate liability insurance as protection against public liability, claims, property damage claims, or other legal actions arising from Corporation activities, one or more members acting on its behalf, or the operation of any equipment, apparatus, or device under the control or responsibility of the Corporation. This is the Treasurer’s responsibility.
Article XI – Historical Records
Section 1: Historical Records: The Corporation Secretary will maintain an historical file in Google Drive with duplicates uploaded to Dropbox or other designated electronic storage. The files will consist of (but not limited to) the following permanent records:
Article XII – Amendments
Section 1: Amending the Bylaws: The Articles of Incorporation and Bylaws of the Corporation 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 Crossed Paws Animal Haven, Inc. on November 20, 2015.