BIG CAT RESCUE CORP.
BYLAWS AND ARTICLES
AMENDED BYLAWS
OF
BIG CAT RESCUE CORP.
ARTICLE 1- OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Hillsborough County, State of Florida.
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 Board of Directors may change the principal office from one location to another within the named county 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:
____________________ Dated: ________, 20__
____________________ Dated: ________, 20__
____________________ 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 board of directors may, from time to time, designate.
ARTICLE 2 - NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is organized 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 of this corporation shall be: The narrow mission of Big Cat Rescue is to provide a good home for the limited number of cats that the sanctuary can afford to take in. But, due to limited financial resources, we can only save a small percentage of those in need. Because of this, the broader mission of the sanctuary is to reduce the number of cats that suffer the fate of abandonment and abuse by educating as many people as possible about the conditions that lead to the plight of these animals.
This will be accomplished by:
- Guided Tours of the facility.
- Educating via our web site.
- Educating the community on animal welfare and exotic pet exploitation.
- Increasing the involvement of the community.
- Becoming the leading resource for integrating animal welfare initiatives.
ARTICLE 3 - DIRECTORS
SECTION 1. NUMBER
The corporation shall have not less than five (5) and not more than twenty-one (21) directors and collectively they shall be known as the Board of Directors. The current board will sit until the end of the fiscal year (December 31, 2005).
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:
- The Board of Directors shall consist of the officers; staff, volunteers, veterinarians, fundraisers, business professionals and representatives of the animal welfare community. No more than 10% of the board of directors shall be paid staff of Big Cat Rescue.
- Prior nonprofit board experiences a plus.
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, 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, but no less than 3 evenly spaced times per year;
(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.
(f) Miss no more than 1/3 of the meetings in a fiscal year.
SECTION 5. TERM OF OFFICE
Founding Directors, Carole Baskin and Jamie Veronica Murdock shall hold lifetime terms. Except for the initial board of directors whose term is noted above, each director shall hold office for a period of two (2) years and until his or her successor is elected and qualifies. Directors may serve successive terms. These terms will be staggered. A nominating committee for new board members and officers will be appointed to present a slate of officers and review board applications. The nominating committee will develop and distribute an application for new board members.
At the regular meeting of directors held in December the slate of directors presented by the nominating committee in November, shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. All current board members will fill out applications for re-election in December 2004.
SECTION 6. COMPENSATION
Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall take place at Big Cat Rescue 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 on 3rd Saturday of each month at 2:00 PM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour, day and place in the next week.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings 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 48-hour 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, or by e-mail 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 simple quorum of the members 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 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 Roberts Rules of Order (10th Edition), 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 removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
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.
SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of 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 Chief Executive Officer, President, a Vice President, a Secretary, and a Treasurer.
SECTION 2. QUALIFICATIONS
Any director may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
The nominating committee will prepare a slate of officers to be elected by the Board of Directors, at any time, and each officer shall hold office for two (2) years or 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, except the Chief Executive 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 other than that of President, such vacancy may be filled temporarily by appointment by the President 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
Convene regularly scheduled Board meetings;
Preside over meetings, or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
SECTION 7. DUTIES OF VICE PRESIDENT
Chair Board meetings in the absence of the President, and understand the responsibilities of the president and be able to perform those duties in the president’s absence.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Oversee the taking of minutes at all Board meetings;
Send out meeting announcements;
Distribute copies of minutes and the agenda to each Board member; and
Assure that corporate records are maintained at the registered agent’s office or with at an attorney’s office.
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 therefor.
Render to the President and directors, on a monthly basis at the board meeting or 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.
Chair the Finance Committee
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. DUTIES OF CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall oversee all other offices and shall Chair the Board of Directors.
SECTION 11. COMPENSATION
No officer shall receive compensation.
ARTICLE 5 – COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors will, by a majority vote of its members, designate an Executive Committee consisting of President, Vice-president, secretary and treasurer and may delegate to such committee 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 its 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 four (4) the 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. STANDING COMMITTEES
The standing committees of the board shall include: Executive, Nominating, Finance, Development, Community Outreach [which will have three subcommittees: Events, Marketing and Education].
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.
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 CEO or the President of the corporation.
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 the corporation.
ARTICLE 7 - CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its registered agents 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 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 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.
ARTICLE 8 - IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this 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 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, 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 of this corporation.
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 within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. 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- AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Except as otherwise required by law, the Bylaws of the Corporation may be amended, altered, rescinded, added to or new Bylaws may be adopted at any regular meeting of the Board of Directors or at a special meeting of the Board of Directors called for that purpose, provided that written notice of the proposed amendment must have been given thirty (30) days in prior to such a regular or special meeting. To be effectuated, an amendment will require an affirmative vote of two-thirds (2/3) of the members of the Board of Directors present at a duly constituted meeting. An amendment to the Bylaws that changes or deletes the greater quorum or voting requirements must meet the meet the same quorum or voting requirement and be adopted by the same voting requirement prescribed in the provisions amended.
ARTICLE 10 - 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.
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.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Amended Bylaws, consisting of seven preceding pages, as the Bylaws of this corporation.
Dated: 12/19/04
_________________________________________
CEO: Carole Baskin
_________________________________________
President: Jamie Veronica Murdock
_________________________________________
VP: Daniel Capiro
_________________________________________
Director: Cathy Mayeski
_________________________________________
Director: Scott Lope
|